Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by written mutual consent of Purchaser A, the Company and the Seller; (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Except as provided in Section 10.2, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by written mutual consent of Purchaser A, the Company and the Seller; this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the Seller transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or the Companyagreements contained in this Agreement and there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this AgreementAgreement on the part of Contributing Party, or if any representation or warranty of either Purchaser Contributing Party has become untrue, or in each case, such that any case if any of the conditions set forth in Section 6.1 3.1 or Section 6.3, as the case may be, 3.2 would not be satisfied at a Closing on or prior to the End Datesatisfied; provided, howeverthat, that neither if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the Seller nor the exercise of commercially reasonable efforts, then Company may terminate this Agreement pursuant to under this Section 8.1(b) 10.1.4 only if any such the breach or failure to be true has been is not cured within seven (7) Business Days 30 days after the date of written notice by the Seller or the from Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that (but no cure period shall will be required for a breach which by its nature cannot be cured prior to the End Datecured); providedor 10.1.5 by Contributing Party if it is not in material breach of any of its representations, furtherwarranties, that neither the Seller nor the Company may terminate covenants or agreements contained in this Agreement pursuant to this Section 8.1(b) if either of them is then in and there has been a material breach of this Agreement in any material respect; furtherrepresentation, providedwarranty, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty Agreement on the part of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 3.2.1 or Section 6.2, as the case may be, 3.2.2 would not be satisfied as of the Closing on or prior to the End Datesatisfied; provided, howeverthat, that Purchaser A if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may not terminate this Agreement pursuant to under this Section 8.1(c) 10.1.5 only if any such the breach or failure to be true has been is not cured within seven (7) Business Days 30 days after the date of written notice by Purchaser A to the Seller and the Company informing the Seller and the Company from Contributing Party of such breach or failure to be true, except that (but no cure period shall will be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datecured). (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by mutual written mutual consent of Purchaser A, the Company and Parent or the SellerPurchaser; (b) by the Seller or Company, if the Closing has not occurred (other than if the breach of any provision of this Agreement by the Company, if either Purchaser NewCo or Merger Sub has breached any covenant or agreement contained in this Agreementbeen the cause of, or resulted in, the failure of, or has prevented, the Closing to be consummated by such time) on or before the date that is the nine-month anniversary of the date hereof (the “Outside Date”); provided that if any representation or warranty all of either Purchaser has become untrue, in each case, such that the conditions precedent set forth in Section 6.1 or 10.1 and Section 6.310.2 have been satisfied, as other than the case may becondition precedent set forth in Section 10.1(a), would not and those conditions that by their nature can only be satisfied at a Closing on or prior the Closing, then the Company, by delivery of written notice to the End Date; providedPurchaser, however, that neither may elect to extend the Seller nor the Company may terminate this Agreement pursuant Outside Date for an additional period not to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)exceed 90 days; (c) by Purchaser AParent or the Purchaser, if the Seller Closing has not occurred (other than if the breach of any provision of this Agreement by Parent or the Company Purchaser has breached any covenant or agreement contained in this Agreementbeen the cause of, or resulted in, the failure of, or has prevented, the Closing to be consummated by such time) on or before the Outside Date; provided that if any representation or warranty all of the Seller or the Company has become untrue, in each case, such that the conditions precedent set forth in Section 6.1 or 10.1 and Section 6.210.3 have been satisfied, as other than the case may beconditions precedent set forth in Section 10.1(a), would not and those conditions that by their nature can only be satisfied as at the Closing, then the Purchaser, by delivery of the Closing on or prior written notice to the End Date; providedCompany, however, that Purchaser A may elect to extend the Outside Date for an additional period not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectexceed 90 days; (d) by any of Purchaser Aeither the Company, the Company Parent or the Seller Purchaser, if any Governmental Authority has issued a nonappealable final judgment, order or decree or taken any other nonappealable final action, in each case having the Closing has not occurred on effect of permanently restraining, enjoining or before otherwise prohibiting the End Datetransactions contemplated by this Agreement; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d11.1(d) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material covenant or agreement under this Agreement causes has been the failure cause of or resulted in the Closing to be consummated by the End Date, action or (Bevent described in this Section 11.1(d) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.occurring; (e) by any of Purchaser Aeither the Company, the Company Parent or the SellerPurchaser, as the case may be, if a condition to the consummation obligations of such party to complete the transactions contemplated hereby is permanently enjoined or prohibited by the terms set forth in Section 10 shall have become incapable of a final, non-appealable Order of a Governmental Body of competent jurisdiction.satisfaction; or (f) By Purchaser A, if any automatically upon the termination of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this AgreementAsset Transfer Agreement in accordance with its terms.

Termination Events. This Except as provided in Section 10.2, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by written mutual consent this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of Purchaser A, this Agreement by any Governmental Body that would make consummation of the Company and the Sellertransactions contemplated by this Agreement illegal; (b) 10.1.4 by the Seller Company if it is not in material breach of any of its representations, warranties, covenants or the Companyagreements contained in this Agreement and there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this AgreementAgreement on the part of Contributing Party, or if any representation or warranty of either Purchaser Contributing Party has become untrue, or in each case, such that any case if any of the conditions set forth in Section 6.1 3.1 or Section 6.3, as the case may be, 3.2 would not be satisfied at a Closing on or prior to the End Datesatisfied; provided, howeverthat, that neither if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the Seller nor the exercise of commercially reasonable efforts, then Company may terminate this Agreement pursuant to under this Section 8.1(b) 10.1.4 only if any such the breach or failure to be true has been is not cured within seven (7) Business Days 30 days after the date of written notice by the Seller or the from Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that (but no cure period shall will be required for a breach which by its nature cannot be cured prior to the End Datecured); providedor 10.1.5 by Contributing Party if it is not in material breach of any of its representations, furtherwarranties, that neither the Seller nor the Company may terminate covenants or agreements contained in this Agreement pursuant to this Section 8.1(b) if either of them is then in and there has been a material breach of this Agreement in any material respect; furtherrepresentation, providedwarranty, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty Agreement on the part of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 3.2.1 or Section 6.2, as the case may be, 3.2.2 would not be satisfied as of the Closing on or prior to the End Datesatisfied; provided, howeverthat, that Purchaser A if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may not terminate this Agreement pursuant to under this Section 8.1(c) 10.1.5 only if any such the breach or failure to be true has been is not cured within seven (7) Business Days 30 days after the date of written notice by Purchaser A to the Seller and the Company informing the Seller and the Company from Contributing Party of such breach or failure to be true, except that (but no cure period shall will be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datecured). (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by written mutual consent of Purchaser A, the Company and the Seller; (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 ‎6.1 or Section 6.3‎6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b‎8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b‎8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b‎8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f‎8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 ‎6.1 or Section 6.2‎6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c‎8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c‎8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d‎8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) Subject to Section 6(d) hereof, this Agreement shall automatically terminate (without the requirement of notice to or by written mutual any person) upon the occurrence of any of the following (each, an “Automatic Termination Event”): (i) the failure of the Company to consummate the Class A Preferred Offering and the Class B Exchange Offer by November 8, 2019; provided that, to the extent the Company has previously submitted the Offering Documents to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of Purchaser Aany other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days (such date, as so extended if applicable, the “Expiration Date”); (ii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; (iii) by the mutual written consent of the Company and the SellerRequisite Noteholders; (iv) the Company defaults on the payment of any amount due on or in respect of the Private Notes or the occurrence of any other Event of Default (as such term is defined in the Private Notes) thereunder; provided that PointArgentum may waive such Automatic Termination Event in its sole discretion; or (v) if the Class A Preferred Offering and the Class B Exchange Offer are not consummated on or before December 31, 2019. (b) by Subject to Section 6(d) hereof, the Seller or Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to the Company, if either Purchaser has breached to terminate this Agreement upon the occurrence of any covenant of the following (each, a “Consenting Noteholder Termination Event”): (i) the Company fails to comply with any of its agreements or agreement contained in this Agreement, covenants under the Interest Deferral Agreement or if breaches any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions Company set forth in Section 6.1 the Interest Deferral Agreement; (ii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or Section 6.3before September 16, 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have been agreed to by the Company and each creditor under such Other Indebtedness on or before the consummation of the Recapitalization; (iv) (A) the Company does not launch the Class B Exchange Offer on or before October 7, 2019; provided that, to the extent the Company has previously submitted the Offering Documents to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days; or (B) the Company does not launch the Class A Preferred Offering, the Common Shares Exchange Offer and the Preemptive Rights Offerings on or before the date that is 10 Business Days after the date the Class B Exchange Offer is launched; (v) the Company does not execute and deliver the Option Agreement to each Initial Consenting Noteholder on the date of this Agreement; (vi) the occurrence of an Event of Default (as defined in the case may beIndenture) pursuant to the terms of the Indenture (as in effect on the date of this Agreement), would other than an Event of Default related to the Payment Deferral; (vii) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Recapitalization beyond the Expiration Date; (viii) a breach by the Company of any of its agreements or covenants in this Agreement or breaches any representation and warranty of the Company in this Agreement; (ix) the Company publicly announces its intention not to comply with the terms of this Agreement; (x) the Interest Deferral Agreement is terminated according to its terms; (xi) the PointArgentum Subscription Agreement is not executed and delivered by the parties thereto on the date of this Agreement; provided, that if PointArgentum does not execute and deliver the PointArgentum Subscription Agreement, PointArgentum shall not be satisfied at counted in the calculation of “Requisite Noteholders” that may cause a Closing Consenting Noteholder Termination Event pursuant to this clause (xi); (xii) the IRSA Subscription Agreement is not executed and delivered by the parties thereto on the date of this Agreement; provided, that if IRSA does not execute and deliver the IRSA Subscription Agreement, IRSA shall not be counted in the calculation of “Requisite Noteholders” that may cause a Consenting Noteholder Termination Event pursuant to this clause (xii); or (xiii) the occurrence after the date of this Agreement of (A) any material adverse change in the business, condition (financial or prior otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (B) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (C) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (D) any material adverse change in any of the rights and remedies of the Consenting Noteholders under this Agreement. (c) Subject to Section 6(d) hereof, the Company shall have the right, but not the obligation, upon five Business Days’ notice to the End DateConsenting Noteholders, to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or more Consenting Noteholders of this Agreement; provided, however, that neither to the Seller nor extent that non-breaching Consenting Noteholders party to this Agreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior with respect to the End Date; providedbreaching Consenting Noteholder(s) (which shall, furtherby itself, that neither the Seller nor the not constitute a Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(fTermination Event); (cii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by Purchaser A, if any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty consummation of the Seller or Recapitalization beyond the Company has become untrue, in each case, such that Expiration Date; (iii) the failure of the conditions set forth in Section 6.1 or Section 6.2, as clause (i) under the case may be, would not caption “Conditions” in Exhibit B hereto to be satisfied as of within 45 calendar days after the Closing on or prior to date the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice Class B Exchange Offer is launched by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectCompany; (div) by any of Purchaser A, PointArgentum does not execute and deliver the PointArgentum Subscription Agreement to the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty of this Agreement; or (60v) calendar days after IRSA does not execute and deliver the IRSA Subscription Agreement to the Company on the date of this Agreement. (d) This Agreement shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate and be of no further force and effect on the Termination Date; provided that the provisions of Sections 2(j), 9, 12 and 14 hereof, and the obligations of the Parties with respect thereto, shall survive any such termination until such provisions are terminated by mutual written agreement of each of the Parties. For purposes of this Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a notice by the Requisite Noteholders pursuant to Section 6(b) hereof (Consenting Noteholder Termination Event) or by the Company pursuant to Section 6(c) hereof (Company Termination Event); provided, that in no event may a Termination Date (whether as a result of an Automatic Termination Event, a Consenting Noteholder Termination Event or a Company Termination Event) occur following the consummation of the Class A Preferred Offering and the Class B Exchange Offer.

Termination Events. This Except as provided in Section 8.2, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing: 8.1.1 by mutual written consent of Contributing Party and of Company; 8.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 8.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by written mutual consent this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of Purchaser A, this Agreement by any Governmental Body that would make consummation of the Company and the Sellertransactions contemplated by this Agreement illegal; (b) 8.1.4 by the Seller Company if it is not in material breach of any of its representations, warranties, covenants or the Companyagreements contained in this Agreement and there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this AgreementAgreement on the part of Contributing Party, or if any representation or warranty of either Purchaser Contributing Party has become untrue, or in each case, such that any case if any of the conditions set forth in Section 6.1 3.1 or Section 6.3, as the case may be, 3.2 would not be satisfied at a Closing on or prior to the End Datesatisfied; provided, howeverthat, that neither if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the Seller nor the exercise of commercially reasonable efforts, then Company may terminate this Agreement pursuant to under this Section 8.1(b) 8.1.4 only if any such the breach or failure to be true has been is not cured within seven (7) Business Days 30 days after the date of written notice by the Seller or the from Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that (but no cure period shall will be required for a breach which by its nature cannot be cured prior to the End Datecured); providedor 8.1.5 by Contributing Party if it is not in material breach of any of its representations, furtherwarranties, that neither the Seller nor the Company may terminate covenants or agreements contained in this Agreement pursuant to this Section 8.1(b) if either of them is then in and there has been a material breach of this Agreement in any material respect; furtherrepresentation, providedwarranty, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty Agreement on the part of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 3.2.1 or Section 6.2, as the case may be, 3.2.2 would not be satisfied as of the Closing on or prior to the End Datesatisfied; provided, howeverthat, that Purchaser A if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may not terminate this Agreement pursuant to under this Section 8.1(c) 8.1.5 only if any such the breach or failure to be true has been is not cured within seven (7) Business Days 30 days after the date of written notice by Purchaser A to the Seller and the Company informing the Seller and the Company from Contributing Party of such breach or failure to be true, except that (but no cure period shall will be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datecured). (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Any of the following acts or occurrences shall constitute a Termination Event under this Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing:(each, a “Termination Event”): (a) if either Servicer on the one hand or the Lender on the other hand, has breached in any material respect any covenant, representation or other provision of this Agreement and has not cured such breach within thirty (30) days after receiving written notice describing such breach; provided, however, if such breach is not capable of being cured within thirty (30) days and such party is diligently working to cure such breach, such party shall have such additional time as reasonably approved by written mutual consent of Purchaser A, the Company and the Sellerother party to cure such breach; (b) any failure by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior Servicer to deliver to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement Lender any report or information it is required to deliver pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach terms of this Agreement in any material respect; further, provided, that, if such failure continues unremedied for a period of fifteen (15) days following receipt by Servicer of written notice from the avoidance Lender of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)such failure; (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true Servicer has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement grossly negligent in any material respectrespect or engaged in unlawful acts or willful misconduct in the performance of its duties under this Agreement and has not cured such negligence, act or misconduct within ten (10) days after receiving written notice from the Lender; (d) by if an involuntary bankruptcy proceeding or a similar regulatory action has been commenced against either party or any of Purchaser A, the Company its direct or the Seller if the Closing indirect parents and has not occurred on remained undismissed or before the End Date; provided that the End Date may be extended with the written consent undischarged for a period of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d30) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.consecutive days; (e) by any if either party has made a general assignment for the benefit of Purchaser Aits creditors, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction.or (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval such party has not been obtained prior admitted in writing its inability to or on the date that is sixty (60) calendar days after the date of this Agreementpay its debts generally as they become due.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by mutual written mutual consent of the Purchaser A, the Company and the Seller; (b) by the Seller Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the CompanySeller’s representations, if either Purchaser has breached any covenant warranties or agreement covenants contained in this Agreement, or if any representation or warranty which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.1(a) or Section 6.36.1(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven thirty (730) Business Days days after written notice by of the breach has been delivered to the Seller or from the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either extent capable of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)being cured; (c) by Purchaser A, if the Seller (so long as the Seller is not then in material breach of any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the Company has breached any covenant Purchaser’s representations, warranties or agreement covenants contained in this Agreement, or if any representation or warranty which would result in the failure of the Seller or the Company has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.2(a) or Section 6.26.2(b), as the case may be, would and which breach has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven thirty (730) Business Days days after written notice by Purchaser A of the breach has been delivered to the Seller and the Company informing Purchaser from the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach extent capable of this Agreement in any material respectbeing cured; (d) by any of either the Purchaser A, the Company or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the Closing has not occurred on effect of permanently restraining, enjoining or before otherwise prohibiting the End Datetransactions contemplated by this Agreement; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, furtherhowever, that the right to terminate this Agreement under this Section 8.1(d7.1(d) shall will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or (Ae) to Intentionally omitted and reserved; (f) by the Purchaser A if the Purchasers’ breach of any provision of this Agreement causes Closing has not occurred (other than through the failure of the Closing Purchaser to be consummated comply fully with its obligations under this Agreement) on or before May 31, 2010; or (g) by the End Date, or Seller if the Closing has not occurred (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes other than through the failure of the Closing Seller to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of comply fully with its obligations under this Agreement) on or before May 31, 2010.

Termination Events. This By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingas follows: (a) by mutual written mutual consent agreement of Purchaser ABuyer and Parent (each, the Company and the Sellera “Representative Party”); (b) by either Representative Party (provided that neither the Seller terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) in the Companyevent of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any representation or warranty contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, if in the opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (c) by either Purchaser has breached Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would Agreement which cannot be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has not been cured within seven ten (710) Business Days days after the giving of written notice by the Seller or the Company to Purchaser A informing Purchaser A other Representative Party of such breach or failure and which breach is reasonably likely, in the opinion of the terminating Representative Party, to be true, except that no cure period shall be required for a breach which permit such Representative Party to refuse to consummate the transactions contemplated by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for accordance with the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectterms hereof; (d) by either Representative Party in the event (i) any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach Consent of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the Governmental Body required for consummation of the transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal or (ii) the consummation of such transactions shall have been permanently restrained, enjoined or otherwise prohibited by force of law; (e) by either Representative Party in the terms event that the Closing shall not have been consummated by January 31, 2006; provided that the failure to consummate the transactions contemplated hereby on or before such date shall not have been caused by any breach of a final, non-appealable Order this Agreement by the Representative Party electing to terminate pursuant to this Section 9.1(e) or an Affiliate of a Governmental Body of competent jurisdiction.such Representative Party; or (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreementby Buyer as provided in Section 6.4(d).

Termination Events. This By written notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingas follows: (a) by Parent, in the event Company breaches any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other breach, would cause any condition set forth in Section 7.1 or Section 7.2 not to be satisfied, and (ii) is not cured (if such breach is capable of being cured) within ten (10) days following delivery of written mutual consent notice of Purchaser A, the Company and the Sellersuch breach from Parent to Company; (b) by the Seller or the Company, if either Purchaser has breached in the event Parent or Merger Sub breaches any representation, warranty or covenant or agreement contained in this Agreement, and such breach (i) individually or if in combination with any representation or warranty of either Purchaser has become untrueother breach, in each case, such that the conditions would cause any condition set forth in Section 6.1 7.1 or Section 6.37.3 not to be satisfied, as the case may be, would and (ii) is not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) cured (if any such breach or failure to be true has been cured is capable of being cured) within seven ten (710) Business Days after days following delivery of written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure from Company to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Parent; (c) by Purchaser AParent or Company, if any temporary, preliminary or permanent injunction or other order has been issued since the Seller or date of this Agreement by any Governmental Entity that prevents the Company has breached any covenant or agreement contained in this Agreementconsummation of the transactions contemplated hereby, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true law has been cured within seven (7) Business Days after written notice by Purchaser A to enacted, promulgated or enforced since the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach date of this Agreement in by any material respect;Governmental Entity that makes the consummation of the transactions contemplated hereby illegal. (d) by Parent or Company, if any of Purchaser Athe conditions to such party’s obligation to close the transactions contemplated hereby as set forth in Article VII has not been satisfied by the Closing Date or if satisfaction of any such condition becomes impossible (other than through the failure of the terminating party to comply with its obligations under this Agreement) and such party has not waived such condition on or before such date; (e) by mutual consent of Parent, the Company Merger Sub and Company; or (f) by Parent or the Seller Company, if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and5:00 p.m., providedlocal time, furtheron January 17, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date2008, or (B) to such later date as the Seller or parties may agree upon, unless the Company if any terminating Party is in material breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of Purchaser A, the Company Buyer and the Seller; (b) by the Seller Buyer (so long as the Buyer is not then in material breach of any of its representations, warranties, covenants or the Company, if either Purchaser has breached any covenant or agreement agreements contained in this Agreement) if there has been a breach of any of the Seller’s representations, warranties, covenants or if agreements contained in this Agreement or in any representation or warranty contained in the Officer Certificate which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.1(a) or Section 6.36.1(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 30 days after the End Date; provided, further, that neither notice of the Seller nor breach from the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Buyer; (c) by Purchaser A, if the Seller (so long as no Seller is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of the Company has breached any covenant Buyer’s representations, warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of the Seller or the Company has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.2(a) or Section 6.26.2(b), as the case may be, would and which breach has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 30 days after the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in notice of breach of this Agreement in from any material respectSeller; (d) by the Buyer if there has been a Material Adverse Effect. (e) by either the Buyer or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other non-appealable final action, in each case having the effect of Purchaser Apermanently restraining, enjoining or otherwise prohibiting the Company transactions contemplated by this Agreement; or (f) by the Buyer or the Seller if the Closing has not occurred (other than through the failure of such party to comply fully with its obligations under this Agreement) on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; andOctober 31, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date2012. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may Notwithstanding any other provision of this Agreement, the Company shall be terminated and entitled, but not bound, to terminate the transactions contemplated hereby abandoned prior Employment with immediate effect by giving to the ClosingExecutive notice in writing at any time after the occurrence of any one or more of the following events: (a) by written mutual consent if the Executive is guilty of Purchaser A, any gross misconduct or behaviour which tends to bring himself or the Company and the Seller;or any Group Company into disrepute; or (b) if the Executive commits any material or persistent breach of this Agreement (in the case of a non-material persistent breach, having been given notice in writing of the breach and a reasonable opportunity to rectify the breach) or fails to comply with any reasonable order or direction of the Board; or (c) if the Executive fails to perform his duties to the reasonable satisfaction of the Board (having been given notice in writing of: (i) the areas of underperformance, (ii) the improvements in performance that are reasonably required by the Seller or Board; and (iii) a reasonable period of time to make the Company, if either Purchaser has breached any covenant or agreement contained necessary improvements in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Dateperformance; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bor (d) if any such breach he becomes insolvent or failure to be true has been cured within seven bankrupt or compounds with or grants a trust deed for the benefit of his creditors; or (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(be) if either of them is then his behaviour (whether or not in breach of this Agreement in Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any material respectGroup Company, including if he is found guilty of any criminal offence punishable by imprisonment (whether or not such sentence is actually imposed); further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f);or (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(cf) if any such breach or failure to be true he has been cured within seven an order made against him disqualifying him from acting as a company director; or (7g) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company if he becomes of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Dateunsound mind; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(cor (h) if the Purchasers are then in Executive is found guilty of a serious breach of this Agreement the rules or regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors), or any material respect; (d) by any of Purchaser A, other regulatory authority relevant to the Company or the Seller if the Closing has not occurred on any Group Company or before the End Date; provided that the End Date may be extended with the written consent any code of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach practice issued by the Company or the Seller of any provision of this Agreement causes the failure of the Closing Group Company (as amended from time to be consummated by the End Datetime). (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned may, by notice given prior to or at the Closing, be terminated: (a) 6.1.1. by written mutual consent of Purchaser A, the Company and the Seller; (b) or by the Seller or the Company, Equityholders if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes has been committed by the other Party and such breach has not been waived or cured within five days after receipt from the non-breaching Party of written notice specifying the breach; 6.1.2. (i) by Purchaser if any of the conditions in Section 5.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition on or before the Closing to be consummated by the End Date, or (Bii) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser AEquityholders, if any of the Court Approval or the Shareholders Approval conditions in Section 5.2 has not been obtained prior satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Equityholders to comply with his obligations under this Agreement) and the Equityholders have not waived such condition on or before the Closing Date; 6.1.3. by Purchaser if the representations and warranties of the Company and/or the Equityholders contained in this Agreement shall not be true in any respect (without giving effect to any limitation as to "materiality," "Material Adverse Effect", "Material Adverse Change," or similar qualifying language set forth therein), except to the extent that any breach (either individually or in the aggregate with all other such breaches) would not reasonably be expected to have a Material Adverse Effect on the date that is sixty (60) calendar Company and such untruth or incorrectness cannot be or has not been cured within five days after the date giving of this Agreement.written notice to the Company;

Termination Events. This Agreement may be terminated (and the transactions contemplated hereby abandoned by this Agreement abandoned) at any time prior to the Closingcompletion of the Closing only as follows: (a) by mutual written mutual consent of Purchaser A, the Company SDC and the SellerCorning Buyer; (b) by either Corning Buyer or SDC: (i) if the Seller or the CompanyClosing shall not have occurred by June 30, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date2014; provided, however, that neither that, the Seller nor the Company may right to terminate this Agreement pursuant to this Section 8.1(b8.1(b)(i) shall not be available to any party if the failure of the Closing to have occurred by such time shall be due to the material breach by such party of any such breach representation, warranty, covenant or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A other agreement of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained party set forth in this Agreement; or (ii) if a court of competent jurisdiction or other Governmental Authority shall have issued a non-appealable final Governmental Order, decree or if ruling or taken any representation or warranty of the Seller or the Company has become untrueother non-appealable final action, in each case, such that having the conditions set forth in Section 6.1 effect of permanently restraining, enjoining or Section 6.2, as the case may be, would not be satisfied as of otherwise prohibiting the Closing on or prior to and the End Datetransactions contemplated hereby; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d8.1(b)(ii) shall not be available to (A) any party if such non-appealable final Governmental Order, decree or ruling or other non-appealable final action shall be due to Purchaser A if the Purchasers’ material breach by such party of any provision representation, warranty, covenant or other agreement of such party set forth in this Agreement causes Agreement; (c) by Corning Buyer if SDC shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of the Closing a condition set forth in Section 7.2(a) or Section 7.2(b) and (ii) is incapable of being cured by SDC, or, if capable of being cured by SDC, shall not have been cured by SDC, within forty-five (45) days following SDC’s receipt of written notice from Corning Buyer of such breach or failure to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.perform; or (ed) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, SDC if any of the Court Approval Corning Parties shall have breached or the Shareholders Approval has not been obtained prior failed to perform in any material respect any of its representations, warranties, covenants or on the date that is sixty (60) calendar days after the date of other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (ii) is incapable of being cured by the applicable Corning Party, or, if capable of being cured by the applicable Corning Party, shall not have been cured by the applicable Corning Party, within forty-five (45) days following Corning’s receipt of written notice from SDC of such breach or failure to perform.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transaction abandoned at any time prior to the ClosingClosing Date, provided, however, that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerC-CUBED; (b) by the Seller or the CompanyParent if there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this Agreement, Agreement on the part of C-CUBED or if any representation or warranty of either Purchaser Stockholder and such breach would have a C-CUBED Material Adverse Effect and such breach has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior been cured within ten business days after written notice to the End Date; C-CUBED (provided, however, that neither Parent nor Federal is in material breach of the Seller nor the Company may terminate terms of this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be trueAgreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bcured) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2 hereof, as the case may be, would will not be satisfied as satisfied; (c) by Parent, if C-CUBED, its board of directors or any Stockholder shall have (i) withdrawn, modified or amended in any material respect the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate approval of this Agreement pursuant or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval); (d) by C-CUBED, if there has been a breach of any representation, warranty, covenant or agreement contained in this Section 8.1(c) if any Agreement on the part of Parent or Federal and such breach or failure to be true has not been cured within seven (7) Business Days ten business days after written notice by Purchaser A to Parent (provided, that C-CUBED is not in material breach of the Seller terms of this Agreement, and the Company informing the Seller and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by C-CUBED, if C-CUBED accepts an Acquisition Proposal for any reason, including pursuant to the End Date; anda good-faith determination by its board of directors, provided, furtherafter consulting with counsel, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(caccept the Acquisition Proposal would constitute a breach of the directors’ fiduciary duty under the law of the Commonwealth of Virginia; (f) by C-CUBED, if Parent or Federal or their respective boards of directors shall have withdrawn, modified or amended in any material respect the Purchasers are then in breach approval of this Agreement or the transactions contemplated herein (provided, that neither C-CUBED nor any Stockholder is in any material respectbreach of the terms of this Agreement); (dg) by any party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Transaction; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Company Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the Seller stock or assets of C-CUBED, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of C-CUBED or Parent or Federal as a result of the Transaction; or (h) by any party hereto if the Closing has Transaction shall not occurred on or before the End Date; have been consummated by October 16, 2003, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(h) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingas follows: (a) Either Party (the “Non-Breaching Party”) may terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if the Breaching Party has materially breached this Agreement and has failed to cure such breach within 30 days of the receipt of notice from the Non-Breaching Party of such breach, or, if such breach is not capable of being cured within 30 days, reasonable good faith efforts have not been performed by written mutual consent the Breaching Party to remedy such breach (failure to give such notice shall not constitute a waiver of Purchaser A, the Company and the Seller;such default or of any rights or interests arising hereunder); or (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company Either Party may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after upon written notice by to the Seller other Party, if: (i) a substantial portion of any Party’s assets or the Company to Purchaser A informing Purchaser A conduct of such breach or failure to be true, except that no cure period the business of any Party shall be required for substantially encumbered by extraordinary governmental action or by operation of law, including but not limited to any of the following: the action by any Governmental Authority, quasi-governmental authority, or other entity acting under color of law to (A) condemn, nationalize, seize, expropriate, or assume custody or control of all or a breach which by substantial portion of its nature canproperty or assets or business operations or of its share capital; (B) cause the dissolution or disestablishment of any Party; (C) prevent any Party or its officers from carrying on its business or operations or a substantial part thereof, including but not be cured prior limited to the End Dateimposition of import or export restrictions which materially impair the ability of any Party to conduct the scope of business contemplated hereby; providedor (D) change the composition of any Party’s board of directors in a manner other than by voluntary action of its board; or (ii) any other Party initiates or is the subject of a winding-up proceeding, furthera bankruptcy proceeding, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, or a proceeding for the avoidance appointment of doubta judicial manager, nothing in this Section 8.1(b) shall in any way limit suffers the appointment of a receiver of all or otherwise modify a substantial part of its assets or businesses, or makes an assignment for the rights benefit of Purchaser A pursuant to Section 8.1(f);its creditors. (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case Corage may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not at its option terminate this Agreement pursuant to this Section 8.1(c) if at any such breach time, for any or failure to be true has been cured within seven (7) Business Days after no reason, effective upon at least thirty days’ advance written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End DateDSPGL. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingas follows: (a) by mutual written mutual consent agreement of Purchaser ABuyer and Parent (each, the Company and the Sellera “Representative Party”); (b) by either Representative Party (provided that neither the Seller terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the Companyevent of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any representation or warranty contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, if in the opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (c) by either Purchaser has breached Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would Agreement which cannot be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has not been cured within seven ten (710) Business Days days after the giving of written notice by the Seller or the Company to Purchaser A informing Purchaser A other Representative Party of such breach or failure and which breach is reasonably likely, in the opinion of the terminating Representative Party, to be true, except that no cure period shall be required for a breach which permit such Representative Party to refuse to consummate the transactions contemplated by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for accordance with the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectterms hereof; (d) by either Representative Party in the event (i) any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach Consent of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the Governmental Body required for consummation of the transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal or (ii) the consummation of such transactions shall have been permanently and restrained, enjoined or otherwise prohibited by the terms force of a final, non-appealable Order of a Governmental Body of competent jurisdiction.law; or (fe) By Purchaser Aby either Representative Party in the event that the Closing shall not have been consummated by December 31, if 2005 (the “Termination Date”); provided that the failure to consummate the transactions contemplated hereby on or before such date shall not have been caused by any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date breach of this AgreementAgreement by the Representative Party electing to terminate pursuant to this Section 9.1(e) or an Affiliate of such Representative Party.

Termination Events. This Agreement may be terminated terminate upon the occurrence of any of the following events (each a "Termination Event"): (i) the mutual consent of the Company and a Majority in Interest; (ii) the transactions contemplated hereby abandoned prior Confirmation Order shall not have been entered by the Bankruptcy Court on or before November 15, 2003; (iii) the Effective Date shall not have occurred on or before January 31, 2004; (iv) a trustee, responsible officer, or an examiner with powers beyond the duty to the Closing: investigate and report, as set forth in subclauses (3) and (4) of clause (a) by written mutual consent of Purchaser A, Section 1106 of the Company and Bankruptcy Code shall have been appointed under Section 1104 or 105 of the SellerBankruptcy Code for service in the Chapter 11 Cases; (bv) by the Seller or Chapter 11 Cases shall have been converted to cases under Chapter 7 of the CompanyBankruptcy Code; (vi) the Company shall have breached any material provision of this Agreement and (A) a Majority in Interest shall have provided written notice to the Company that (1) the Company has breached a material provision of this Agreement and (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if either Purchaser has breached necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured; (vii) the failure or nonoccurrence of any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions condition set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)3; (cviii) by Purchaser A, if the Seller Plan is modified to provide for any terms that are materially adverse to the Purchasers or are materially inconsistent with the terms and provisions of the Plan or this Agreement; or (ix) the Company has breached any covenant (i) submits an additional or agreement contained in this Agreement, further amended plan of reorganization or if any representation liquidation that is materially adverse to the Purchasers or warranty is materially inconsistent with the terms and provisions of the Seller Plan or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (Bii) moves to withdraw or withdraws the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End DatePlan. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: Closing (a) by written mutual consent whether before or after approval of Purchaser A, the Company and principal terms of the Seller; (b) Merger by the Seller or Company's shareholders): by Parent if any of the Company, if either Purchaser has breached any covenant or agreement 's representations and warranties contained in this AgreementAgreement shall be inaccurate as of the date hereof or any date subsequent to the date of this Agreement (as if made on such subsequent date, or if any representation or warranty of either Purchaser has become untrue, in each case, except for representations and warranties made as to a specific date) such that the conditions any condition set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on satisfied, or prior to if any of the End DateCompany's covenants or obligations contained in this Agreement shall have been breached in any respect such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that neither if an inaccuracy in any of the Seller nor representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by the Company is curable by the Company through the use of commercially reasonable efforts within 10 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the "Company Cure Period"), then Parent may not terminate this Agreement under this Section 8.1(a) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(a) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); by the Company if any of Parent's representations and warranties contained in this Agreement shall be inaccurate as of the date hereof or any date subsequent to the date of this Agreement (as if made on such subsequent date, except for representations and warranties made as to a specific date) such that any condition set forth in Section 7.1 would not be satisfied, or if any of Parent's covenants and obligations contained in this Agreement shall have been breached in any respect such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of Parent as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Parent is curable by Parent through the use of commercially reasonable efforts within 10 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the "Parent Cure Period"), then the Company may not terminate this Agreement under this Section 8.1(b) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(b) with respect to such inaccuracy or breach if any such inaccuracy or breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be is cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty expiration of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End DateParent Cure Period); provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller Parent if the Closing has not occurred taken place on or before November 15, 2003 (other than as a result of any failure on the End Datepart of Parent to comply with or perform any covenant or obligation of Parent set forth in this Agreement); provided that by the End Date may be extended Company if the Closing has not taken place on or before November 15, 2003 (other than as a result of any failure on the part of one of the Acquired Corporations or any of the shareholders of the Company to comply with or perform any covenant or obligation of such Acquired Corporation as set forth in this Agreement); or by the mutual written consent of all Parent and the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End DateCompany. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and Each of the transactions contemplated hereby abandoned prior to the Closingevents set out below is a Termination Event: (a) by written mutual consent any Client is in breach of Purchaser A, any of the Company and the Sellerprovisions of clause 11.2 (Payments); (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if Credit Party does not pay any representation or warranty of either Purchaser has become untruesum due from it under any Finance Document, in each casethe currency, at the time, and in the manner specified in the relevant Finance Document, other than where such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured pay is caused by an administrative or technical error and payment is made within seven two (72) Business Days after written notice by the Seller of its due date or the Company to Purchaser A informing Purchaser A date upon which FGI has notified the relevant Credit Party of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to (whichever is the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(fearlier); (c) by Purchaser Aany representation, if the Seller or the Company has breached any warranty, covenant or agreement undertaking made or deemed to be repeated by a Credit Party in any Finance Document or in any document delivered pursuant to any such document, other than any representation contained in this Agreementclause 16 (Receivable specific warranties), is not complied with in any respect which FGI considers material or if any representation is or warranty of the Seller proves to have been incorrect or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 misleading when made or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure deemed to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectrepeated; (d) any Client fails duly to perform or comply with any obligation expressed to be assumed by it in clauses14.1 (Provision of information) or 17.1(b), (d), or (g) (Restrictions); (e) any Credit Party fails duly to perform or comply with any other obligation expressed to be assumed by it in any of Purchaser A, the Company Finance Documents (not otherwise expressly specified in this clause 19.1 (Events of Default)) and such failure (if capable of remedy) is not remedied within five (5) Business Days of the relevant Credit Party becoming aware of such breach or the Seller if the Closing has not occurred on any such Finance Document shall terminate (other than in accordance with its terms or before the End Date; provided that the End Date may be extended with the written consent of FGI) or become void or unenforceable; (f) any Financial Indebtedness in excess of £10,000 is not paid when due or is declared to be or otherwise becomes due and payable prior to their specified maturity or any creditor of a Client becomes entitled to declare any such Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (howsoever described); (g) any Credit Party becomes Insolvent or subject to Insolvency Proceedings or anything analogous to or having a substantially similar effect shall occur under the laws of any relevant jurisdiction; (h) any Security Interest or Quasi-Security on or over the assets of any Client becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that Security Interest or Quasi-Security; (i) all or any material part of the Parties shares or Collateral of any Client or any Security Obligor is seized, compulsorily acquired, nationalised or otherwise other expropriated or custody or control of the same being vested in it by up to three any public authority or any court of competent jurisdiction at the instance of any public authority; (3j) additional thirty any guarantee of any amounts due and payable under any of the Finance Documents shall be terminated, revoked or declared void or invalid; (30)-day periods; and, provided, further, that k) one or more final judgments for the right to terminate this Agreement under this Section 8.1(dpayment of money aggregating in excess of £10,000 (whether or not covered by insurance) shall not be available rendered against a Client and that Client fails to discharge the same within 5 Business Days from the date of entry thereof or to appeal therefrom; (l) any loss, theft, damage or destruction of any item or items of the Collateral occurs or any attachment, seizure, distress, lien or other claim is made or asserted against any item or items of the Collateral which in the opinion of FGI (A) materially and adversely affects or is reasonably likely to Purchaser A if affect the Purchasers’ breach operation of the business of or the ownership or other rights of any provision of this Agreement causes Client in the failure Collateral or any Client’s use of the Closing to be consummated by the End Date, Collateral or (B) to is material in amount and/or value and is not adequately covered by insurance; (m) any Client ceases carrying on the Seller business or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure nature of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or business carried on the date that is sixty (60) calendar days after as at the date of this AgreementDeed; (n) it is or will become unlawful for any Client or any other Security Obligor to perform or comply with any of its obligations under any Finance Document or any such obligation is not or ceases to be legal, valid and binding; (o) any Credit Party repudiates or does or causes to be done anything evidencing an intention to repudiate any Finance Document to which it is a party; (p) the Finance Documents do not come into, or cease to be in, full force and effect or are not for any reason valid and binding upon and enforceable in all respects against any Credit Party; (q) there occurs a Material Adverse Effect; (r) there occurs a Change of Control without the prior approval of FGI; or (s) the Pensions Regulator issues a Financial Support Direction or a Contribution Notice to a Client which is reasonably expected to have a Material Adverse Effect; or (t) any person (other than FGI) who holds a Security Interest over any Collateral, having waived or released its rights to any Receivable, withdraws or attempts to withdraw such waiver of release or otherwise asserts any interest adverse to FGI in any of Receivables vested in FGI.

Termination Events. This Agreement may be terminated terminated: 14.1.1 Prior to Closing by mutual Consent of the Purchaser and the transactions contemplated hereby abandoned prior to Seller; 14.1.2 by the ClosingPurchaser if: (a) by written mutual consent there has been a material breach of any of the Seller’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Clause 5.1, and which breach has not been cured or cannot be cured within 30 (thirty) days after the notice of the breach from the Purchaser A, the Company and the SellerPurchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; (b) there has been a Material Adverse Effect prior to Closing; 14.1.3 by the Seller or the CompanyPurchaser, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Long Stop Date; provided that ; 14.1.4 by either the End Date may be extended with Purchaser or the written consent Seller if any Governmental Authority has issued a non-appealable final Judgment or taken any other non-appealable final action, in each case having the effect of all permanently restraining, enjoining or otherwise prohibiting the Parties transactions contemplated by up to three (3) additional thirty (30)-day periods; and, provided, further, that this Agreement; 14.1.5 by the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A Seller if the Purchasers’ there has been a material breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End DatePurchaser’s representations, warranties, covenants or (B) to the Seller or the Company if any agreements contained in this Agreement, and which breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to cured or on the date that is sixty cannot be cured within 30 (60thirty) calendar days after the date notice of the breach from the Seller and the Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Merger abandoned at any time prior to the ClosingEffective Time: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller or the CompanyParent if there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this Agreement, or if any representation or warranty Agreement on the part of either Purchaser the Company and such breach has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior been cured within ten business days after written notice to the End Date; Company (provided, however, that neither Parent nor Merger Sub is in material breach of the Seller nor the Company may terminate terms of this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be trueAgreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bcured) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2 hereof, as the case may be, would will not be satisfied as satisfied; (c) by Parent, if the Company or its board of the Closing on directors shall have (i) withdrawn, modified or prior to the End Date; provided, however, that Purchaser A may not terminate amended in any material respect its approval of this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent the Due Diligence Costs pursuant to Section 6.3; (d) by the Company if there has been a breach of any representation, warranty, covenant or agreement contained in this Section 8.1(c) if any Agreement on the part of Parent or Merger Sub and such breach or failure to be true has not been cured within seven (7) Business Days ten business days after written notice by Purchaser A to the Seller and Parent (provided, that the Company informing is not in material breach of the Seller terms of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under DGCL provided, however, that in that event the Company shall pay to Parent the Due Diligence Costs pursuant to Section 6.3; (f) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the End DateMerger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's or Merger Sub's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent or Merger Sub to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent or Merger Sub as a result of the Merger; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c(iii) if the Purchasers are then in breach of Company's stockholders do not approve this Agreement in any material respect;and the transactions contemplated hereby at the Company Meeting; or (dg) by any of Purchaser A, the Company or the Seller party hereto if the Closing has Merger shall not occurred on or before the End Date; have been consummated by February 29, 2000, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(g) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Effective Time to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of the Purchaser A, the Company and the SellerSeller Representative; (b) by the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of the Seller Representative’ or the Company’s representations, if either Purchaser has breached any covenant warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.1(a) or Section 6.36.1(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior within thirty (30) days after the notice of the breach from the Purchaser to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Representative; (c) by Purchaser A, if the Seller or Representative (so long as neither the Company nor any of the Seller Representative is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has breached been a breach of any covenant of the Purchaser’s representations, warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of the Seller or the Company has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.2(a) or Section 6.26.2(b), as the case may be, would and which breach has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior within thirty (30) days after the notice of breach from the Seller Representative to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectPurchaser; (d) by any of the Purchaser Aif there has been a Material Adverse Effect, unless cured by Seller within forty-five (45) days after the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure notice of the Closing breach from the Purchaser to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.Representative; or (e) by any of either the Purchaser A, the Company or the SellerSeller Representative if any Governmental Authority has issued a non-appealable final Judgment or taken any other non-appealable final action, if in each case having the consummation effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This By notice given prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingas follows: (a) by the written mutual consent of Purchaser APurchaser, the Company Parent and the Seller; (b) by the Seller or the Companyany Party, if either Purchaser has breached any Governmental Authority, court or arbitrators of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, unless such order arises out of, or results from, a breach by the Party seeking to terminate this Agreement of any representation, warranty, covenant or agreement contained of such party in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser Aany Party, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would Closing shall not be satisfied as of the Closing have occurred on or prior to December 31, 2007, unless the End Date; providedfailure of the Closing to occur by such date arises out of, howeveror results from, that Purchaser A may not a breach by the party seeking to terminate this Agreement pursuant to this Section 8.1(c) if of any such breach representation, warranty, covenant or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company agreement of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate Party in this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectAgreement; (d) by Purchaser, if Seller or Parent has breached any of Purchaser Aits covenants or agreements or any of its representations or warranties contained in this Agreement, and such breach is not cured within five days following written notice to the Company breaching Party or the Seller if the Closing has not occurred on or before the End Date; cannot, by its nature, be cured prior to December 31, 2007, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right Purchaser seeking to terminate this Agreement under this Section 8.1(d) shall is not be available to (A) to Purchaser A if the Purchasers’ then in a breach of any provision of representation, warranty, covenant or other agreement contained in this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.Agreement; or (e) by Seller or Parent, if Purchaser has breached any of Purchaser A, the Company its covenants or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined agreements or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval its representations or the Shareholders Approval has warranties contained in this Agreement, and such breach is not been obtained cured within five days following written notice to Purchaser or cannot, by its nature, be cured prior to December 31, 2007, provided that the Party seeking to terminate this Agreement is not then in a breach of any representation, warranty, covenant or on the date that is sixty (60) calendar days after the date of other agreement contained in this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transactions abandoned at any time prior to the ClosingClosing as follows: (a) by written mutual consent of Purchaser A, the Company Buyer's Parent and the SellerSellers' Representative; (b) by the Buyer's Parent if there has been a material breach of any representation, warranty, covenant, agreement or obligation hereunder by any Company, Seller or the CompanySellers' Representative and such breach has not been cured within 10 Business Days after notice to Sellers' Representative (provided that neither Buyer, if either Purchaser has breached any covenant or agreement contained Buyer Cdn nor Buyer's Parent is in material breach of this Agreement, or if any representation or warranty of either Purchaser has become untrueand provided further, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot reasonably be expected to be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bwithin such 10 Business Days) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2, as the case may be, would will not be satisfied as satisfied; (c) by Sellers' Representative if there has been a material breach of any representation, warranty, covenant, agreement or obligation herein on the Closing on part of Buyer, Buyer Cdn or prior to the End Date; providedBuyer's Parent, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by Purchaser A to Buyer (provided, that none of the Seller Companies, Sellers nor Sellers' Representative is in material breach of this Agreement, and the Company informing the Seller and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot reasonably be expected to be cured prior to within such 10 Business Days) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by Buyer's Parent or Sellers' Representative if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transactions; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transactions by any Governmental Entity that would make consummation of the Transactions illegal or that would prohibit ownership of the Shares or of any Operating Company, or operation of any of Purchaser Athe Companies by either Buyer, Buyer Cdn or Buyer's Parent, or compel Buyer, Buyer Cdn or Buyer's Parent to dispose of or hold separate all or a material portion of the Company business or assets of the Seller Companies, Buyer, Buyer Cdn or Buyer's Parent as a result of the Transaction; or (e) by Buyer's Parent or Sellers' Representative (i) if the Closing has shall not have occurred on or before by the End Date; 60th day after the date hereof and the Closing Condition set forth in Section 7.3.1 shall have been satisfied, and (ii) if the Closing shall not have occurred by the 90th day after the date hereof, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1.1(e) shall not be available to (A1) to Purchaser A Buyer's Parent if the Purchasers’ breach failure of Buyer, Buyer Cdn or Buyer's Parent to fulfill any provision of this Agreement causes material covenant, agreement or obligation hereunder has been the cause of, or resulted in, the failure of the Closing to be consummated by occur on or before such date or (2) to Sellers' Representative if its or any Seller's failure to fulfill any material covenant, agreement or obligation hereunder has been the End Datecause of, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes resulted in, the failure of the Closing to be consummated by the End Dateoccur on or before such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transactions abandoned at any time prior to the ClosingClosing as follows: (a) by written mutual consent of Purchaser A, the Company Buyer and the SellerSellers Representative; (b) by the Seller or the CompanyBuyer if there has been a breach of any representation, if either Purchaser has breached any covenant warranty, covenant, obligation or agreement contained in this AgreementAgreement on the part of the Company, any Seller or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any Parent and such breach or failure to be true has not been cured within seven (7) Business Days 30 days after written notice by the Seller or to the Company to Purchaser A informing Purchaser A (provided that Buyer is not in material breach of such breach or failure to be truethis Agreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bwith such 30 days) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2, as the case may be, would will not be satisfied as satisfied; (c) by Sellers Representative if there has been a breach of the Closing on any representation, warranty, covenant, obligation or prior to the End Date; provided, however, that Purchaser A may not terminate agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Buyer, and such breach or failure to be true has not been cured within seven 30 days after notice to Buyer (7) Business Days after written notice by Purchaser A to the Seller and provided, that neither the Company informing the nor any Seller is in material breach of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within such 30 days) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by any Party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Transactions; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transactions by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Buyer's ownership of the Shares or operation of the Company, or compel Buyer to dispose of or hold separate all or a material portion of the business or assets of the Company or Buyer as a result of the Seller Transaction; or (e) by any Party if the Closing has Transaction shall not occurred on or before have been consummated by 90th day after the End Date; date hereof, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(e) shall not be available to (A) any Party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing: (a) , be terminated: by written mutual consent of the Purchaser A, the Company and the Seller; (b) Company; by the Seller or Purchaser if there has been a breach of any of the Company's representations, if either Purchaser has breached any covenant warranties or agreement covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the breach from the Purchaser; by the Company if there has been a breach of any of the Purchaser's or the Merger Sub's representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured or cannot be cured within 30 days after the notice of breach from the Company; by either the Purchaser or the Company if any representation Governmental Authority of competent jurisdiction has issued a nonappealable final Judgment or warranty of either Purchaser has become untruetaken any other nonappealable final action, in each casecase having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser or the Merger Sub to comply fully with its obligations under this Agreement) on or before May 24, 2010; provided, however, that such period will be extended to June 24, 2010 to the extent necessary to satisfy the conditions set forth in Section 6.1(c) (except in circumstances contemplated by subsection (d) hereof); by the Company if the Closing has not occurred (other than through the failure of the Company to comply fully with its obligations under this Agreement) on or before May 24, 2010; provided, however, that such period will be extended to June 24, 2010 to the extent necessary to satisfy the conditions set forth in Section 6.2(c) (except in circumstances contemplated by subsection (d) hereof); or by the Purchaser upon receipt of an Update Notification from the Company, so long as that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be 6.2 have been satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datewaived. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transactions abandoned at any time prior to the ClosingClosing as follows: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller Parent if there has been a material breach of any representation or the Company, if either Purchaser has breached warranty that does not include a Materiality Qualification or a breach of any representation and warranty which includes a Materiality Qualification (after giving effect to any such Materiality Qualification) or a material breach of any covenant or agreement contained in this AgreementAgreement on the part of the Company, any Stockholder or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any Voting Trustee and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by the Seller or to the Company to Purchaser A informing Purchaser A (provided that neither Parent nor Federal is in material breach of such breach or failure to be truethis Agreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bwith such 10 Business Days) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2, as the case may be, would will not be satisfied as satisfied; (c) by the Company if there has been a material breach of the Closing on any representation or prior warranty that does not include a Materiality Qualification or a breach of any representation and warranty which includes a Materiality Qualification (after giving effect to the End Date; provided, however, that Purchaser A may not terminate any such Materiality Qualification) or a material breach of any covenant or agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Parent, Federal or Purchaser and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by Purchaser A to the Seller and Parent (provided, that neither the Company informing the Seller nor any Stockholder is in material breach of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within such 10 Business Days) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by any Party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transactions; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transactions by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the capital stock or assets of the Company, or compel Parent, Federal or Purchaser Ato dispose of or hold separate all or a material portion of the business or assets of the Company, Parent, Purchaser or Federal as a result of the Company or the Seller Transaction; or (e) by any Party if the Closing has Transaction shall not occurred on or before the End Date; have been consummated by April 1, 2006, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1.1(e) shall not be available to (A) to Purchaser A if the Purchasers’ any Party whose material breach of any provision of representation or warranty (disregarding any Materiality Qualifications thereto) or failure to fulfill any material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the ClosingClosing Date as follows: (a) by By the mutual written mutual consent of Purchaser A, the Company and the SellerParent; (b) (i) By Parent if there has been a material breach of any representation or warranty set forth in this Agreement on the part of Sellers which is incapable of being, or is not, cured within ten (10) calendar after written notice from Parent to the Company of such breach (or in any event prior to the Closing Date), and (ii) by the Seller Company if there has been a material breach of any representation or warranty set forth in this Agreement on the Companypart of Parent or Buyer which is incapable of being, or is not, cured within ten (10) calendar days after notice from the Company to Parent of such breach (or in any event prior to the Closing Date). (c) (i) By Parent if either Purchaser there has breached been a material breach of any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 this Agreement on the part of the Company or Section 6.3the Owners which is incapable of being, as or is not, cured (other than by mere disclosure of the case may be, would not be satisfied at a Closing on breach) within ten (10) calendar days after written notice from Parent to the Company of such breach (or in any event prior to the End Closing Date), and (ii) by the Company if there has been a material breach of any covenant or agreement set forth in this Agreement on the part of Parent or Buyer which is incapable of being, or is not, cured (other than by mere disclosure of the breach) within ten (10) calendar days after written notice from the Company to Parent of such breach (or in any event prior to the Closing Date); (d) By either Parent or the Company if the Closing Date shall have not occurred on or before October 31, 2006 unless the same shall have been extended by a written amendment to this Agreement as provided in accordance with Section 14.1 hereunder; provided, however, provided that neither the Seller nor Parent or the Company may terminate this Agreement pursuant to this Section 8.1(bsubsection (d) only if any Closing shall not have occurred by such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required date for a breach which reason other than a failure by its nature cannot be cured prior such party to satisfy the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant conditions to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty Closing of the Seller or the Company has become untrue, in each case, such that the conditions other party set forth in Section 6.1 Article VIII or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectArticle IX hereof; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company By Parent or the SellerCompany, if any permanent injunction or final non-appealable order or decree of any court of competent jurisdiction and authority is in effect which would prevent the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction.this Agreement; and (f) By Purchaser AParent, if any the Acquired Assets do not have a collateral value of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreementat least $4,000,000 as determined by Parent’s lenders.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of Purchaser A, the Company and the Seller; (b) by the Seller Purchaser (so long as Purchaser is not then in material breach of any of its representations, warranties, covenants or the Companyagreements contained in this Agreement) if there has been a breach of any of Seller’s representations, if either Purchaser has breached any covenant warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 7.1(a) or Section 6.37.1(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 30 days after the End Date; provided, further, that neither notice of the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)from Purchaser; (c) by Purchaser ASeller (so long as Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if the Seller there has been a breach of any of Purchaser’s representations, warranties, covenants or the Company has breached any covenant or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of the Seller or the Company has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 7.2(a) or Section 6.27.2(b), as the case may be, would and which breach has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 30 days after the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in notice of breach of this Agreement in any material respectfrom Seller; (d) by either Purchaser or Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction; or (e) by either Seller or Purchaser A, the Company or the Seller if the Closing has not occurred on or before June 30, 2020 (the End “Outside Date; provided that the End Date may be extended with the written consent of all the Parties by up to three ”) (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes other than through the failure of the Party seeking such termination to comply fully with its obligations under this Agreement); provided that if the Closing has not occurred due to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure non-satisfaction of the Closing to be consummated by the End Date. (econdition set forth in Section 7.1(d), Section 7.1(h), Section 7.2(c) by any of Purchaser Aor Section 7.2(g), the Company or the SellerOutside Date shall be automatically extended to December 31, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction2020. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated terminate upon the occurrence of any of the following events (each a “Termination Event”): (i) the mutual consent of the Company and a Majority in Interest; (ii) the transactions contemplated hereby abandoned prior Confirmation Order shall not have been entered by the Bankruptcy Court on or before November 15, 2003; (iii) the Effective Date shall not have occurred on or before December 15, 2003; (iv) a trustee, responsible officer, or an examiner with powers beyond the duty to the Closing: investigate and report, as set forth in subclauses (3) and (4) of clause (a) by written mutual consent of Purchaser A, Section 1106 of the Company and Bankruptcy Code shall have been appointed under Section 1104 or 105 of the SellerBankruptcy Code for service in the Chapter 11 Cases; (bv) by the Seller or Chapter 11 Cases shall have been converted to cases under Chapter 7 of the CompanyBankruptcy Code; (vi) the Company shall have breached any material provision of this Agreement and (A) a Majority in Interest shall have provided written notice to the Company that (1) the Company has breached a material provision of this Agreement and (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if either Purchaser has breached necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured; (vii) the failure or nonoccurrence of any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions condition set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)3; (cviii) by Purchaser A, if the Seller Plan is modified to provide for any terms that are materially adverse to the Purchasers or are materially inconsistent with the terms and provisions of the Plan or this Agreement; or (ix) the Company has breached any covenant (i) submits an additional or agreement contained in this Agreement, further amended plan of reorganization or if any representation liquidation that is materially adverse to the Purchasers or warranty is materially inconsistent with the terms and provisions of the Seller Plan or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (Bii) moves to withdraw or withdraws the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End DatePlan. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing, notwithstanding approval of this Agreement by the Company’s stockholders in accordance with the terms hereof: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller or written notice from Parent to the Company, (i) if either Purchaser there has breached any covenant or agreement contained in this Agreement, or if been a breach of any representation or warranty set forth in Schedule 5.1 attached hereto, except where such breach has not resulted in a Company Material Adverse Effect, or (ii) if there has been a breach of either Purchaser has become untruea covenant or agreement by the Company set forth in Section 4.2(b), Section 4.3, Section 4.5, Section 4.10 or Section 4.14, which breach would result in each case, such that the failure to satisfy one or more of the conditions set forth in Section 6.1 5 hereof and such breach shall be incapable of being cured, as reasonably determined by Parent, by the Final Termination Date; provided, however, there shall be no right to terminate if Parent is in material breach of its representations and warranties under this Agreement or has failed in any material respect to perform its obligations under this Agreement; (c) written notice from the Company to Parent, if there has been a material breach of any representation, warranty, covenant or agreement by Parent which breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.36 hereof and such breach shall be incapable of being cured, as reasonably determined by the Company, by the Final Termination Date; provided, however, there shall be no right to terminate if the Company is in material breach of its representations and warranties under this Agreement or has failed in any material respect to perform its obligations under this Agreement; (d) by either Parent or the Company, if there shall be any Law enacted or deemed applicable to the Merger that makes consummation of the Merger illegal, or if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.1(d) must have used all commercially reasonable efforts to remove any such Order prior to the Termination Date; (e) by Parent, if this Agreement and the Merger shall not have been approved within twenty-four (24) hours from 11:59 p.m. Pacific Time on the Agreement Date by the vote of the stockholders of the Company holding ninety percent (90%) of the issued and outstanding shares of capital stock of the Company immediately prior to the Closing; (f) by Parent or the Company, if at any time prior to the Closing the Development Agreement is terminated by either party thereto; or (g) by written notice by the Company to Parent or Parent to the Company, as the case may be, would not be satisfied at a Closing on or prior to in the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if event the Closing has not occurred on or before prior to June 30, 2013 (the End “Final Termination Date; provided that the End Date may be extended with the written consent ”) for any reason other than delay or nonperformance of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Dateparty seeking such termination. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by the mutual written mutual consent of Purchaser A, Parent and the Company and authorized by their respective boards of directors at any time prior to the SellerClosing; (b) by either Parent, on the Seller one hand, or the Company, on the other hand, if either Purchaser the Closing has breached not taken place on or before November 30, 2014 other than as a result of any failure on the part of such terminating party to comply with or perform any covenant or agreement contained obligation of such terminating party set forth in this Agreement, or ; (c) by Parent if (i) any representation or warranty of either Purchaser has the Company contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become untrue, in each caseinaccurate or shall be breached as of a date subsequent to the date of this Agreement, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to (it being understood that, for purposes of determining the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A accuracy of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to representations and warranties as of the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach date of this Agreement or as of any subsequent date, any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) any of the covenants or obligations of the Company contained in this Agreement shall have been breached in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, respect such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, 6.2 would not be satisfied as of the Closing on or prior to the End Datesatisfied; provided, however, that Purchaser A if an inaccuracy in or breach of any representation or warranty of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement pursuant to under this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company as a result of such inaccuracy or breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; andexpiration of the Company Cure Period, providedprovided the Company, furtherduring the Company Cure Period, that Purchaser A may not terminate this Agreement pursuant continues to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectexercise commercially reasonable efforts to cure such inaccuracy or breach; (d) by the Company if (i) any representation or warranty of Parent contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied, or (ii) if any of Purchaser AParent’s covenants contained in this Agreement shall have been breached in any material respect such that the conditions set forth in section 7.2 would not be satisfied; provided, however, that if an inaccuracy in or breach of any representation or warranty of Parent as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of commercially reasonable efforts during the 30-day period after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the Seller if “Parent Cure Period”), then the Closing has Company may not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available as a result of such inaccuracy or breach prior to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure expiration of the Closing Parent Cure Period, provided Parent, during the Parent Cure Period, continues to be consummated by the End Date, exercise commercially reasonable efforts to cure such inaccuracy or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.breach; (e) by any of Purchaser Aeither Parent, on the Company one hand, or the SellerCompany, on the other hand, if the consummation a court of the transactions contemplated hereby is permanently enjoined competent jurisdiction or prohibited by the terms of other Governmental Body shall have issued a final, final and non-appealable Order Order, or shall have taken any other action, having the effect of a Governmental Body of competent jurisdiction.permanently restraining, enjoining or otherwise prohibiting the Merger; (f) By Purchaser A, by Parent if any of the Court Approval or the Shareholders Approval has Required Merger Stockholder Votes are not been obtained prior to or on the date that is sixty (60) calendar days within one day after the date of this Agreement; (g) by Parent, if any condition contained in Section 6 shall become incapable of fulfillment; or (h) by the Company, if any condition contained in Section 7 shall become incapable of fulfillment.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Closing:Effective Time (notwithstanding the receipt of the Required Company Stockholder Approval): (a) by with the written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by Parent or the Seller Company if any court of competent jurisdiction or other governmental agency has issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Merger, and such order, decree, ruling or other action is or has become non-appealable; (c) by Parent if (i) there is an inaccuracy in any of the representations and warranties of the Company in this Agreement such that the condition set forth in Section 6.1 would not be satisfied and such breach is not cured within 15 days after the date written notice of such breach is given by the Parent to the Company, if either Purchaser (ii) the Company has materially breached any of its covenants or agreements contained in this Agreement such that the condition set forth in Section 6.2 would not be satisfied and such breach is not cured within 15 days after the date written notice of such breach is given by the Parent to the Company, (iii) the board of directors of the Company has failed to recommend, has withdrawn or has amended in any manner adverse to the Parent and the Merger Sub its recommendation and approval of this Agreement or the Merger, (iv) the Required Company Stockholder Approval has not been obtained by July 30, 2004 or (v) the Merger has not been consummated on or before August 2, 2004 (unless the failure of the Merger to have been consummated results primarily from the Parent or the Merger Sub breaching any representation, warranty, covenant or agreement contained in this Agreement, or ); and (d) by the Company if (i) there is an inaccuracy in any representation or warranty of either Purchaser has become untrue, the representations and warranties of Parent in each case, this Agreement such that the conditions condition set forth in Section 6.1 or Section 6.3, as the case may be, 7.1 would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any and such breach or failure to be true has been is not cured within seven (7) Business Days 15 days after the date written notice of such breach is given by the Seller or the Company to Purchaser A informing Purchaser A Parent, (ii) Parent has materially breached any of its covenants or agreements contained in this Agreement such that the condition set forth in Section 7.2 would not be satisfied and such breach is not cured within 15 days after the date written notice of such breach or failure to be true, except that no cure period shall be required for a breach which is given by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bParent, or (iii) if either the Merger has not been consummated on or before August 2, 2004 (unless the failure of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant Merger to Section 8.1(f); (c) by Purchaser A, if the Seller or have been consummated results primarily from the Company has breached breaching any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty ). In the event of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as termination and abandonment of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true8.1, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant will forthwith become void and will be deemed to this Section 8.1(c) if the Purchasers are have terminated without liability to any party (except for any liability of any party then in wilful breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company covenant or the Seller if the Closing has not occurred on or before the End Dateagreement); provided that the End Date may be extended with provisions of the written consent Mutual Confidentiality Agreement between Company and Parent dated June 1, 2002, and the provisions of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision 8.2 and Section 8.3 of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datewill continue in full force and effect notwithstanding such termination and abandonment. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by written mutual consent Parent if it is not in material breach of Purchaser A, its obligations under this Agreement and if: (i) any of the representations and warranties of the Company and the Seller; (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement shall be inaccurate as of the date of this Agreement, or if any representation or warranty shall have become inaccurate as of either Purchaser has become untrue, in each casea date subsequent to the date of this Agreement, such that the conditions condition set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on satisfied; or prior to (ii) any of the End Datecovenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that neither if an inaccuracy in any of the Seller nor representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within five (5) business days following the date Parent notifies the Company in writing of the existence of such inaccuracy or breach and the Expiration Date (the “Company Cure Period”), then Parent may not terminate this Agreement pursuant to under this Section 8.1(b8.1(a) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A as a result of such inaccuracy or breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor expiration of the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; furtherCure Period, providedprovided the Company, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or during the Company has breached any covenant Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such breach (it being understood that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A Parent may not terminate this Agreement pursuant to this Section 8.1(c8.1(a) with respect to such inaccuracy or breach if any such inaccuracy or breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be is cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if expiration of the Purchasers are then in breach of this Agreement in any material respectCompany Cure Period); (db) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any it is not in material breach by the Company or the Seller of any provision of its obligations under this Agreement causes the failure of the Closing to be consummated by the End Date. and if: (ei) by any of Purchaser A, the Company or the Seller, if the consummation Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement., or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Merger abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller or the CompanyParent if there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this Agreement, Agreement on the part of the Company or if any representation or warranty of either Purchaser the Major Stockholders and such breach has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior been cured within ten business days after written notice to the End Date; Company (provided, however, that neither Parent nor Federal is in material breach of the Seller nor the Company may terminate terms of this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be trueAgreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bcured) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2 hereof, as the case may be, would will not be satisfied as satisfied; (c) by Parent, if the Company, its board of directors or the Closing on Major Stockholders shall have (i) withdrawn, modified or prior to amended in any material respect the End Date; provided, however, that Purchaser A may not terminate approval of this Agreement pursuant or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval); (d) by the Company if there has been a breach of any representation, warranty, covenant or agreement contained in this Section 8.1(c) if any Agreement on the part of Parent, Federal or Merger Sub and such breach or failure to be true has not been cured within seven (7) Business Days ten business days after written notice by Purchaser A to the Seller and Parent (provided, that the Company informing is not in material breach of the Seller terms of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to cured) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2 hereof, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (de) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors’ fiduciary duty under the CV; provided, however, that in that event the Company shall pay to Parent the amount pursuant to Section 6.1; (f) by any party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Company or Merger by any Governmental Entity which would make consummation of the Seller Merger illegal; or (g) by any party hereto if the Closing has Merger shall not occurred on or before the End Date; have been consummated by November 16, 2002 , provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(f) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and Subject to Section 9.2, the transactions contemplated hereby abandoned Parties, by written notice given prior to the Closing, are permitted to terminate this Agreement as follows: (a) by mutual written mutual consent agreement of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller Parent or the CompanyCompany if any Governmental Authority has enacted, issued, promulgated, enforced or entered any Legal Requirement that is in effect (and, with respect to any Order, such Order is final and non‑appealable) and has the effect of restraining or prohibiting the consummation of the Transactions, otherwise making the Transactions illegal, or causing any of the Transactions to be rescinded following the Closing; (c) by Parent if either Purchaser any of the representations by the Company in this Agreement is inaccurate or the Company has breached any covenant of its representations, warranties, covenants, obligations or agreement contained agreements set forth in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would 7.2 could not be satisfied at a Closing on by the Outside Date and such inaccuracy or prior to the End Date; provided, however, that neither the Seller nor breach has not been waived in writing by Parent or such breach has not been cured by the Company may within ten (10) days after the Company’s receipt of written notice thereof from Parent, except that the right to terminate this Agreement pursuant to under this Section 8.1(b9.1(c) if any such breach or failure is not to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company available to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) Parent if either of them Parent is then in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied; 66 (d) by the Company if any material respect; further, provided, that, for of the avoidance of doubt, nothing representations by Parent in this Section 8.1(b) shall in any way limit Agreement is inaccurate or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company Parent has breached any covenant of its representations, warranties, covenants, obligations or agreement contained agreements set forth in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would 7.3 could not be satisfied as of by the Closing on Outside Date and such inaccuracy or prior to the End Date; provided, however, that Purchaser A may breach has not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice waived in writing by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing such breach has not occurred on or before been cured by Parent within ten (10) days after Parent’s receipt of written notice thereof from the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; andCompany, provided, further, except that the right to terminate this Agreement under this Section 8.1(d9.1(d) shall is not to be available to (A) to Purchaser A the Company if the Purchasers’ Company is in material breach of any provision of this Agreement causes the failure so as to cause any of the Closing conditions set forth in Section 7.1 or Section 7.2 not to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.satisfied; or (e) by any of Purchaser A, Parent or the Company if the Closing has not occurred on or before February 8, 2016 (the “Outside Date”) or such later date as Parent or the SellerCompany mutually agree upon in writing, if unless the consummation of the transactions contemplated hereby terminating Party is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date in material breach of this Agreement, except that the right to terminate this Agreement under this Section 9.1(e) is not to be available to (i) Parent if Parent has breached its obligations under this Agreement in any manner that primarily contributed to the occurrence of the event that gave rise to the termination right under this Section 9.1(e), or (ii) the Company if the Company has breached any of its obligations under this Agreement in any manner that primarily contributed to the occurrence of the event that gave rise to the termination right under this Section 9.1(e).

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of Purchaser A, the Company Acquirer and the SellerContributors; (b) by the Seller Acquirer (so long as the Acquirer is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of the Contributors’ or the Company’s representations, warranties, covenants or agreements contained in this Agreement (as may have been updated pursuant to Section 5.4), which would result in the failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the breach from the Acquirer by the Contributors (so long as neither the Company nor any of the Contributors is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if either Purchaser there has breached been a breach of any covenant of the Acquirer’s representations, warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.2(a) or Section 6.36.2(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 30 days after the End Date; provided, further, that neither notice of breach from the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Contributors; (c) by Purchaser A, the Contributors or Acquirer if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true there has been cured within seven (7) Business Days after written notice by Purchaser A a Material Adverse Effect to any party hereto and/or the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectREIT; (d) by any of Purchaser A, either the Company Acquirer or the Seller Contributors if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (e) by either the Acquirer or the Contributors if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three October 4, 2013 (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes other than through the failure of the Closing terminating party to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of comply fully with its obligations under this Agreement).

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transactions abandoned at any time prior to the ClosingClosing as follows: (a) by written mutual consent of Purchaser A, the Company Buyer and the SellerSellers’ Representative; (b) by the Seller or the CompanyBuyer if there has been a breach of any representation, if either Purchaser has breached any covenant warranty, covenant, obligation or agreement contained in this AgreementAgreement on the part of the Company, any Seller or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any Sellers’ Representative and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by the Seller or to the Company to Purchaser A informing Purchaser A (provided that Buyer is not in material breach of such breach or failure to be truethis Agreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bwithin such 10 Business Days) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2, as the case may be, would will not be satisfied as satisfied; (c) by Sellers’ Representative if there has been a breach of the Closing on any representation, warranty, covenant, obligation or prior to the End Date; provided, however, that Purchaser A may not terminate agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Buyer, and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by Purchaser A to Buyer (provided, that neither the Company, any Seller nor Sellers’ Representative is in material breach of this Agreement, and the Company informing the Seller and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within such 10 Business Days) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by any Party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Transactions; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transactions by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Buyer’s ownership of the Interests or operation of the Company, or compel Buyer to dispose of or hold separate all or a material portion of the business or assets of the Company or Buyer as a result of the Seller Transaction; or (e) by any Party if the Closing has Transaction shall not occurred on or before have been consummated by the End Date; 60th day after the date hereof, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1.1(e) shall not be available to (A) any Party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by mutual written mutual consent of Purchaser Athe Purchaser, the Company and the SellerSelling Holder Representative; (b) by written notice from the Seller or Purchaser to the CompanyCompany and the Selling Holder Representative, if either Purchaser there has breached been a breach of any representation, warranty, covenant or agreement contained in this Agreementby the Company or the Selling Holders, or if any such representation or warranty of either Purchaser has shall become untrue, in each caseuntrue after the date hereof, such that the conditions set forth in Section Sections 6.1 and 6.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (i) fifteen (15) days after written notice thereof is given by the Purchaser to the Selling Holder Representative, and (ii) the Expiration Date; (c) by written notice from the Company and the Selling Holder Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or Section 6.3agreement by the Purchaser, or any such representation or warranty shall become untrue after the date hereof, such that the conditions in Sections 7.1 and 7.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (i) fifteen (15) days after written notice thereof is given by the Selling Holder Representative to the Purchaser, and (ii) the Expiration Date; or (d) by written notice by the Company and the Selling Holder Representative to the Purchaser or by the Purchaser to the Company and the Selling Holder Representative, as the case may be, would not be satisfied at a Closing on or prior to in the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if event the Closing has not occurred on or before prior to September 17, 2010 (the End “Expiration Date; provided that the End Date may be extended with the written consent ”) for any reason other than delay or nonperformance of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Dateparty seeking such termination. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transaction abandoned at any time prior to the ClosingClosing Date: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerWGI; (b) by the Seller or the CompanyParent if there has been a material breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this Agreement, Agreement on the part of WGI or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any Stockholder and such breach or failure to be true has not been cured within seven ten (710) Business Days after written notice by to WGI (provided, that neither Parent nor Federal is in material breach of the Seller or the Company to Purchaser A informing Purchaser A terms of such breach or failure to be truethis Agreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bcured) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2 hereof, as the case may be, would will not be satisfied as satisfied; (c) by WGI, if there has been a material breach of the Closing on any representation, warranty, covenant or prior to the End Date; provided, however, that Purchaser A may not terminate agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Parent or Federal and such breach or failure to be true has not been cured within seven ten (710) Business Days after written notice by Purchaser A to Parent (provided, that WGI is not in material breach of the Seller terms of this Agreement, and the Company informing the Seller and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to cured) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2 hereof, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by any party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Transaction; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Company Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the Seller stock or assets of WGI, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of WGI or Parent or Federal as a result of the Transaction; or (e) by any party hereto if the Closing has Transaction shall not occurred have been consummated on or before the End Date; July 1, 2007 , provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(h) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller either Parent or the Company, if either Purchaser has breached there shall be any covenant Legal Requirement enacted or agreement contained in this Agreementdeemed applicable to the Merger that makes consummation of the Merger illegal, or if any representation Order by any Governmental Body of competent jurisdiction preventing or warranty prohibiting consummation of either Purchaser has the Merger shall have become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Datefinal and nonappealable; provided, however, that neither the Seller nor the Company may party seeking to terminate this Agreement pursuant to this Section 8.1(b) if must have used all reasonable efforts to remove any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured Order prior to the End Termination Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser AParent, if any of the Seller or the Company has breached any covenant or agreement Company's representations and warranties contained in this AgreementAgreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any representation or warranty of the Seller or the Company has become untrue, Company's covenants contained in each case, such that the conditions set forth this Agreement shall have been breached in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Dateany material respect; provided, however, that Purchaser A Parent may not terminate this Agreement pursuant to under this Section 8.1(c) on account of an inaccuracy in the Company's representations and warranties or on account of a breach of a covenant by the Company if any such inaccuracy or breach is curable by the Company unless the Company fails to cure such inaccuracy or failure to be true has been cured breach within seven ten (710) Business Days days after receiving written notice by Purchaser A to the Seller and the Company informing the Seller and the Company from Parent of such breach inaccuracy or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbreach; (d) by the Company, if any of Purchaser A, the Company or the Seller if Parent's representations and warranties contained in this Agreement shall have been materially inaccurate as of the Closing has not occurred on Date, or before the End Dateif any of Parent's covenants contained in this Agreement shall have been breached in any material respect; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, furtherhowever, that the right to Company may not terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ on account of an inaccuracy in Parent's representations and warranties or on account of a breach of any provision of this Agreement causes the failure of the Closing a covenant by Parent if such inaccuracy or breach is curable unless Parent fails to be consummated by the End Date, cure such inaccuracy or breach within ten (B10) to the Seller or days after receiving written notice from the Company if any breach by the Company of such inaccuracy or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.breach; or (e) by any of Purchaser A, the Company Parent or the SellerCompany, if the consummation Closing has not taken place on or before June 30, 2005 (the "Termination Date") (other than as a result of any failure on the part of the transactions contemplated hereby is permanently enjoined terminating party to comply with or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if perform any of the Court Approval its covenant or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of obligation set forth in this Agreement).

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned may, by written notice given at any time prior to the Closing, be terminated: (a) by written mutual consent of Purchaser A, the Company Acquiror and the SellerShareholder; (b) by the Seller Acquiror (so long as Acquiror is not then in material breach of any of its representations, warranties, covenants or the Company, if either Purchaser has breached any covenant or agreement agreements contained in this Agreement) if there has been a breach of any of the Company’s or the Shareholder’s representations, warranties, covenants or if any representation or warranty agreements contained in this Agreement which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.1(a) or Section 6.36.1(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to by the earlier of (i) the date that is thirty (30) days after the notice of the breach from Acquiror, and (ii) the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or Shareholder (so long as neither the Company has breached nor the Shareholder is then in material breach of any covenant of its representations, warranties, covenants or agreement agreements contained in this Agreement) if there has been a breach of any of Acquiror’s representations, warranties, covenants or if any representation or warranty agreements contained in this Agreement which would result in the failure of the Seller or the Company has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.2(a) or Section 6.26.2(b), as the case may be, would and which breach has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to by the earlier of (i) the date that is thirty (30) after the notice of breach from the Shareholder, and (ii) the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by Acquiror if there has been a Material Adverse Effect; (i) by either Acquiror or the Shareholder if any Law has or shall be enacted, or any Governmental Entity has issued a nonappealable final Order or taken any other nonappealable final action, in each case having the effect of (A) preventing, making illegal or restraining the consummation of, or otherwise materially altering, any of Purchaser Athe transactions contemplated by this Agreement, or (B) that would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (ii) by Acquiror if any Law has or shall be enacted, or any Governmental Entity has issued a nonappealable final Order or taken any other nonappealable final action, in each case having the effect of (Y) affecting adversely the right of Acquiror to own the capital stock of the Company, or (Z) affecting adversely the right of Acquiror, the Company Company, or any of their respective Affiliates to own their respective assets or to operate their respective businesses; or (f) by either Acquiror or the Seller Shareholder if the Closing has not occurred on or before December 4, 2023 (the “End Date”) unless otherwise agreed to in writing by Acquiror and the Shareholder; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, furtherthat, that the right to terminate this Agreement under agreement pursuant to this Section 8.1(d7.1(f) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach perform in any material respect any of any provision of its covenants or agreements contained in this Agreement causes shall have been a primary cause of, or resulted in, the failure of the Closing to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by before the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and The occurrence of any one or more of the transactions contemplated hereby abandoned prior following events shall constitute a Termination Event with respect to the Closingan Originator: (a) by written mutual consent of Purchaser A, the Company Such Originator shall fail to make any payment or deposit required hereunder when due and the Seller;such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained such Originator in this Agreement, any other Transaction Document or if in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; PROVIDED THAT the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at which itself contains a Closing on or prior to the End Date; provided, howevermateriality threshold and PROVIDED FURTHER, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any misrepresentation or certification for which Buyer has actually received a Purchase Price Credit from such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period Originator shall be required for not constitute a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f);Termination Event hereunder. (c) by Purchaser A, if the Seller or the Company has breached Such Originator shall breach any covenant or agreement contained in this AgreementSection 4.1(b)(i) which is not cured within three (3) Business Days, or if such Originator shall breach any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth covenant contained in Section 6.1 4.2(c) or Section 6.24.2(e), as the case may be, would which is not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven thirty (730) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of days, or such Originator shall breach any covenant contained in Section 4.2(a), (b) or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect;(d). (d) by Such Originator shall breach, fail to perform or observe any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this covenant contained in any Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure (which is not covered by another subsection, paragraph or clause of the Closing to be consummated by the End Date, this Section 5.1) or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this other Transaction Document to which it is a party which is not remedied within thirty (30) days after written notice from Buyer (or, at any time while the Loan Agreement causes the failure of the Closing to be consummated by the End Dateremains in effect, Administrator). (e) by Failure of such Originator or any of Purchaser Aits Subsidiaries to pay any of its Material Debts when due; or the default by such Originator or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which such Material Debt was created or is governed, or any other event shall occur or condition exist, the Company effect of which is to cause, or to permit the Seller, if the consummation holder or holders of such Material Debt to cause such Material Debt to become due prior to its stated maturity; or any Material Debt of such Originator or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment or as a result of the transactions contemplated hereby is permanently enjoined or prohibited by sale of an asset securing such Material Debt) prior to the terms of a final, non-appealable Order of a Governmental Body of competent jurisdictionstated maturity thereof. (fi) By Purchaser ASuch Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against such Originator seeking to adjudicate it bankrupt or insolvent, if or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) such Originator shall take any corporate action to authorize any of the Court Approval actions set forth in the foregoing clauses (i) or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60ii) calendar days after the date of this Agreementsubsection (f). (g) A Change of Control shall occur. (h) Such Originator or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $5,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith. (i) The First Step Note shall be assigned, pledged or otherwise transferred to any Person in violation of the last section thereof.

Termination Events. This Agreement Agreement, the other Primary Transaction Agreements and the “Primary Transaction Agreements” (as defined in the Other ffVC Purchase Agreements), collectively and not individually, may be terminated and the transactions contemplated hereby abandoned prior to the Closingas follows: (a) by upon written mutual consent notice from either BFF or Seller to the other on or after September 30, 2024 (the “End Date”) if Closing has not occurred; provided, however, that no Party shall be entitled to terminate pursuant to this Section 8.1 if such Party’s breach of Purchaser Aany Primary Transaction Agreement has substantially contributed to the failure of, or has prevented, the Company and consummation of the SellerTransactions or the Other ffVC Transactions to occur by the End Date; (b) by mutual written consent of the Seller Ben Parties and Seller; (c) by Ben NV (so long as no Ben Party is then in material breach of any of its representations, warranties, covenants or agreements contained in the CompanyPrimary Transaction Agreements), if either Purchaser has Seller shall have breached or failed to perform any covenant of its representations, warranties, covenants or agreement contained agreements set forth in this any Primary Transaction Agreement, or if any representation or warranty of either Purchaser has Seller shall have become untrue, in each case, either case such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, 7.2 would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any and such breach or failure to be true has is incapable of being cured or, if capable of being cured, shall not have been cured within seven (7) Business Days after 20 days following receipt by Seller of reasonably detailed written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which from Ben NV; and (d) by its nature cannot be cured prior to the End Date; provided, further, that Seller (so long as neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them Buyer is then in material breach of this Agreement any of its representations, warranties, covenants or agreements contained in the Primary Transaction Agreements), if any Ben Party shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Primary Transaction Agreement, or if any material representation or warranty of the Seller or the Company has any Ben Party shall have become untrue, in each case, either case such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, 7.3 would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any and such breach or failure to be true has is incapable of being cured or, if capable of being cured, shall not have been cured within seven (7) Business Days after written 20 days following receipt by the Ben Parties of notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datefrom Seller. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing:Closing (whether before or after the adoption and approval of this Agreement by the Company’s stockholders): (a) by the mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller either Parent or the Company, if either Purchaser the Closing has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing taken place on or prior to before 5:00 p.m. (Pacific time) on the date that is three months following the date of this Agreement (the “End Date”); provided, however, that neither the Seller Parent nor the Company may shall be permitted to terminate this Agreement pursuant to this Section 8.1(b9.1(b) if any such breach the failure of the Closing to take place on or failure to be true has been cured within seven before 5:00 p.m. (7Pacific time) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to on the End Date; providedDate (as the same may be extended) results from, furtheror is caused by, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either a material breach by such party of them is then in breach any of this Agreement in any material respect; furtherits representations, providedwarranties, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit covenants or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)agreements contained herein; (c) by Purchaser A, if the Seller Parent or the Company has breached if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any covenant other action, having the effect of permanently restraining, enjoining or agreement otherwise prohibiting the Merger; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Body that would make consummation of the Merger illegal; (d) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate or breached as of the date of this Agreement, or if any representation shall have become inaccurate or warranty been breached as of a date subsequent to the Seller or the Company has become untrue, in each casedate of this Agreement, such that the conditions condition set forth in Section 6.1 7.1 would not be satisfied; or (ii) any of the covenants or agreements of the Company or the Securityholders’ Agent contained in this Agreement shall have been breached such that the condition set forth in Section 6.27.2 would not be satisfied; provided, however, that, if an inaccuracy in or breach of any of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant or agreement by the Company or the Securityholders’ Agent is curable by the Company or the Securityholders’ Agent (as the case may be, would not be satisfied as ) through the use of the Closing on or reasonable efforts prior to the earlier of (A) the End Date; providedDate and (B) 30 days after Parent delivers written notice of such inaccuracy or breach to the Company or the Securityholders’ Agent (as applicable) (such period, howeverthe “Company Cure Period”), then Parent may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company or the Securityholders’ Agent (as the case may be), during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Purchaser A Parent may not terminate this Agreement pursuant to this Section 8.1(c9.1(d) with respect to such inaccuracy or breach if any such inaccuracy or breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be is cured prior to the End Dateexpiration of the Company Cure Period); andor (e) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate or breached as of the date of this Agreement, or shall have become inaccurate or been breached as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Parent’s covenants or agreements contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; provided, furtherhowever, that Purchaser A if an inaccuracy in or breach of any of Parent’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant or agreement by Parent is curable by Parent through the use of reasonable efforts prior to the earlier of (A) the End Date and (B) 30 days after the Company delivers written notice of such inaccuracy or breach to Parent (such period, the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(c9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure expiration of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End DateParent Cure Period). (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller or the CompanyParent, if either Purchaser has the Company shall have materially breached or failed to perform any covenant of its representations, warranties, covenants or agreement agreements contained in this Agreement, which breach or failure (i) would (if any representation it occurred or warranty was continuing as of either Purchaser has become untrue, in each case, such that the conditions Closing Date) give rise to the failure of a condition set forth in Section 6.1 7.1(a) or Section 6.37.1(b), as and (ii) is incapable of being cured or is not cured by the case may be, would not be satisfied at a Closing on Company within fifteen (15) days following receipt of written notice from Parent of such breach or prior to the End Datefailure; provided, however, that neither the Seller nor the Company may right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to Parent if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller either Parent or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them Merger Sub is then in breach or has failed to perform any their respective representations, warranties, covenants or other agreements hereunder that would (if it occurred or was continuing as of this Agreement the Closing Date) give rise to the failure of a condition set forth in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)7.2; (c) by Purchaser Athe Company, if the Seller Parent or the Company has Merger Sub shall have materially breached or failed to perform any covenant of their respective representations, warranties, covenants or agreement agreements contained in this Agreement, which breach or failure (i) would (if any representation it occurred or warranty was continuing as of the Seller or Closing Date) give rise to the Company has become untrue, in each case, such that the conditions failure of a condition set forth in Section 6.1 7.2(a) or Section 6.27.2(b), as and (ii) is incapable of being cured or is not cured by Parent or the case may be, would not be satisfied as Merger Sub within fifteen (15) days following receipt of written notice from the Closing on Company of such breach or prior to the End Datefailure; provided, however, that Purchaser A may not the right to terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to shall not be true has been cured within seven (7) Business Days after written notice by Purchaser A available to the Seller and Company if the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are is then in breach or has failed to perform any of this Agreement its representations, warranties, covenants or other agreements hereunder that would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in any material respectSection 7.1; (d) by any of Purchaser AParent, the Company or the Seller if the Closing has not occurred on or before the End DateClosing Date Deadline; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, furtherhowever, that the Parent’s right to terminate this Agreement under pursuant to this Section 8.1(d) shall will not be available to (A) to Purchaser A if the Purchasers’ breach failure of Parent or the Merger Sub to fulfill any provision of their respective covenants or obligations under this Agreement causes caused the failure of the Closing to be consummated occur on or before the Closing Date Deadline; (e) by the End DateCompany, if the Closing has not occurred on or (Bbefore the Closing Date Deadline; provided, however, that the Company’s right to terminate this Agreement pursuant to this Section 8.1(e) to will not be available if the Seller or failure of the Company if to fulfill any breach by the Company of its covenants or the Seller of any provision of obligations under this Agreement causes caused the failure of the Closing to be consummated by occur on or before the End Date.Closing Date Deadline; and (ef) by any of Purchaser A, Parent or the Company if: (i) there shall be a final non-appealable order of a federal or state court in effect preventing consummation of the SellerMerger, if (ii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Closing by any Governmental Authority that would make consummation of the Closing illegal, or (iii) there shall be any pending Proceeding in which any Person is challenging or seeking to restrain or prohibit the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval Merger or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this AgreementTransactions.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of the Purchaser A, the Company and the Seller; (b) by the Seller Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a material breach of any of the Seller’s or the CompanyShareholders’ representations, if either Purchaser has breached any covenant warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.1(a) or Section 6.36.1(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 30 days after the End Date; provided, further, that neither notice of the Seller nor breach from the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Purchaser; (c) by Purchaser A, if the Selling Parties’ Representative (so long as neither the Seller nor any of the Shareholders is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a material breach of any of the Company has breached any covenant Purchaser’s representations, warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of the Seller or the Company has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.2(a) or Section 6.26.2(b), as the case may be, would and which breach has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 30 days after the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if notice of breach from the Purchasers are then in breach of this Agreement in any material respectSeller; (d) by any the Purchaser if there has been a Material Adverse Effect in respect of Seller’s business, other than a Material Adverse Effect caused by the Purchaser A, or its Affiliates; (e) by either the Company Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (f) by the Purchaser if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes other than through the failure of the Closing Purchaser to be consummated comply fully with its obligations under this Agreement) on or before January 31, 2009; or (g) by the End Date, or Selling Parties’ Representative if the Closing has not occurred (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes other than through the failure of the Closing Seller or any Shareholder to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of comply fully with its obligations under this Agreement) on or before January 31, 2009.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing, notwithstanding approval of this Agreement by the Company’s stockholders in accordance with the terms hereof: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller or written notice from Parent to the Company, (i) if either Purchaser there has breached any covenant or agreement contained in this Agreement, or if been a breach of any representation or warranty set forth in Schedule 5.1 attached hereto, except where such breach has not resulted in a Company Material Adverse Effect, or (ii) if there has been a breach of either Purchaser has become untruea covenant or agreement by the Company set forth in Section 4.2(b), Section 4.3, Section 4.5, Section 4.10 or Section 4.14, which breach would result in each case, such that the failure to satisfy one or more of the conditions set forth in Section 6.1 5 hereof and such breach shall be incapable of being cured, as reasonably determined by Parent, by the Final Termination Date; provided, however, there shall be no right to terminate if Parent is in material breach of its representations and warranties under this Agreement or has failed in any material respect to perform its obligations under this Agreement; (c) written notice from the Company to Parent, if there has been a material breach of any representation, warranty, covenant or agreement by Parent which breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.36 hereof and such breach shall be incapable of being cured, as reasonably determined by the Company, by the Final Termination Date; provided, however, there shall be no right to terminate if the Company is in material breach of its representations and warranties under this Agreement or has failed in any material respect to perform its obligations under this Agreement; (d) by either Parent or the Company, if there shall be any Law enacted or deemed applicable to the Merger that makes consummation of the Merger illegal, or if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.1(d) must have used all commercially reasonable efforts to remove any such Order prior to the Termination Date; (e) by Parent, if this Agreement and the Merger shall not have been approved within twenty-four (24) hours from 11:59 p.m. Pacific Time on the Agreement Date by the vote of the stockholders of the Company holding ninety percent (90%) of the issued and outstanding shares of capital stock of the Company immediately prior to the Closing; (f) by Parent or the Company, if at any time prior to the Closing the Development Agreement is terminated by either party thereto; or (g) by written notice by the Company to Parent or Parent to the Company, as the case may be, would not be satisfied at a Closing on or prior to in the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if event the Closing has not occurred on or before prior to […***…] (the End “Final Termination Date; provided that the End Date may be extended with the written consent ”) for any reason other than delay or nonperformance of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Dateparty seeking such termination. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated Agreement, and the transactions contemplated hereby abandoned employment relationship between Employee and the Company, shall terminate upon the occurrence of any of the following: (i) the death of Employee; (ii) the disability, as defined and determined by the Company's Long Term Disability carrier, of Employee for a continuous period of at least six (6) months; (iii) the Company providing Employee with written notice that it is genuinely dissatisfied with his performance and is therefore terminating his employment; (iv) the expiration of the thirtieth (30th) day after the Company provides Employee with written notice that it is terminating his employment without cause, or for any reason that does not constitute genuine dissatisfaction with his performance; (v) the expiration of the thirtieth (30th) day after Employee provides the Company with written notice that he is resigning his employment. (vi) the expiration of the stated term of this Agreement, as it may from time to time be extended. (vii) the Company may by action of the Board of Directors, Chief Executive Officer or his designee terminate Employee's employment under this Agreement for cause without any prior to notice, upon the Closingoccurrence of any of the following events: (a) by written mutual consent the conviction of Purchaser AEmployee, the Company and the Sellerwhether or not appeal be taken, of any misdemeanor or felony crime involving personal dishonesty, moral turpitude or willfully violent conduct; (b) by any embezzlement or wrongful diversion of funds of the Seller Company or any affiliate of the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) gross business misconduct by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectEmployee; (d) gross malfeasance by any Employee in the conduct of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.his duties; (e) by any breach of Purchaser A, the Company Section 5 or the Seller, if the consummation Section 6 of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction.this Agreement; or (f) By Purchaser A, if any other breach of any of the Court Approval or the Shareholders Approval terms of this Agreement and such breach has not been obtained prior to or on the date that is sixty (60) calendar days corrected after the date Company has given Employee reasonable notice thereof and a reasonable opportunity to correct any such breach. (viii) the Employee providing the Company with written notice that the Company has breached the last paragraph of this AgreementSection 2 hereof.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of Purchaser A, the Company and the SellerCompany; (b) by the Seller Purchaser (so long as Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement), if there has been a breach of any of the Company’s representations, if either Purchaser has breached any covenant warranties, covenants or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of either Purchaser has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.1(a) or Section 6.36.1(b), as the case may beand which breach is not curable or, would if curable, has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days 30 days after written notice by of the Seller or breach has been delivered to the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except from Purchaser; provided that no such cure period shall be required for a available or applicable to any breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this of Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this 5.3 or Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f5.4(c); (c) by Purchaser Athe Company (so long as the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement), if the Seller there has been a breach of any of Purchaser’s and/or MergerSub’s representations, warranties, covenants or the Company has breached any covenant or agreement agreements contained in this Agreement, or if any representation or warranty which would result in the failure of the Seller or the Company has become untrue, in each case, such that the conditions a condition set forth in Section 6.1 6.2(a) or Section 6.26.2(b), as the case may beand which breach is not curable or, would if curable, has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days 30 days after written notice by of the breach has been delivered to Purchaser A to from the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectCompany; (d) by any of Purchaser A, either the Company or Purchaser if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the Seller if effect of permanently restraining, enjoining or otherwise prohibiting the Closing has not occurred on or before the End Datetransactions contemplated by this Agreement; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, furtherhowever, that the right to terminate this Agreement under this Section 8.1(d7.1(d) shall will not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material covenant or agreement under this Agreement causes has been the failure cause of or resulted in the Closing to be consummated by the End Date, action or (Bevent described in this Section 7.1(d) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.occurring; (e) by any Purchaser if the Closing has not occurred (other than through the failure of Purchaser Ato comply fully with its obligations under this Agreement) on or before June 23, 2022; provided, however, that in the Company or the Seller, if the consummation event that all of the transactions conditions set forth in Section 6.2 have been fulfilled or waived prior to such date (other than those set forth in Section 6.2(c) and those to be satisfied simultaneously with the Closing), Purchaser, upon written notice to the Company, shall be entitled to extend such date for a period not to exceed an additional ninety (90) days; provided, further, however, that in the event Purchaser is seeking to specifically enforce the Company’s obligations contemplated hereby is permanently enjoined by this Agreement or prohibited to prevent or cure breaches of Section 5.4(d) by the terms of a finalCompany, non-appealable Order of a Governmental Body of competent jurisdiction.then such date (as extended, as applicable) shall be extended to the date that is ten (10) Business Days subsequent to the date that any such proceedings related to Purchaser’s efforts are finally judicially determined and are no longer subject to appeal. In the event that the Closing Date shall not have occurred on or before such date (as extended, as applicable), then Purchaser may terminate this Agreement upon written notice to the Company; (f) By Purchaser A, by the Company if any the Closing has not occurred (other than through the failure of the Court Approval Company to comply fully with its obligations under this Agreement) on or before June 23, 2022; provided, however, that in the Shareholders Approval has not event that all of the conditions set forth in Section 6.2 have been obtained fulfilled or waived prior to such date (other than those set forth in Section 6.2(c) and those to be satisfied simultaneously with the Closing), the Company, upon written notice to Purchaser, shall be entitled to extend such date for a period not to exceed an additional ninety (90) days; provided, further, however, that in the event the Company is seeking to specifically enforce Purchaser’s obligations contemplated by this Agreement or on to prevent or cure breaches of Section 5.4(d) by Purchaser, then such date (as extended, as applicable) shall be extended to the date that is sixty ten (6010) calendar days Business Days subsequent to the date that any such proceedings related to the Company’s efforts are finally judicially determined and are no longer subject to appeal. In the event that the Closing Date shall not have occurred on or before such date (as extended, as applicable), then the Company may terminate this Agreement upon written notice to Purchaser; or (g) by Purchaser if the Company does not deliver to Purchaser (i) the Stockholder Written Consent on or prior to 7:00 a.m. Eastern time the day following the execution and delivery of this Agreement or (ii) the Second Stockholder Written Consent on or prior to the twentieth (20th) day after the date of this Agreement.

Termination Events. 7.1 Subject to the terms of Clause 7.4, the Company may by giving written notice to the Consenting Noteholder, terminate this Agreement if, at any time, the Consenting Noteholder is in breach in a material respect of any of its obligations, representations, undertakings and/or warranties under the terms of this Agreement and, if capable of remedy, such breach is not remedied within 10 Business Days of the Consenting Noteholder being given notice of such breach. 7.2 This Agreement may be terminated and by written notice at the transactions contemplated hereby abandoned prior to election of the ClosingConsenting Noteholder if: (a) the implementation of the Proposed Restructuring is materially restricted or prevented by written mutual consent an order of Purchaser Aa court of competent jurisdiction which: (i) if subject to appeal, has not been appealed within 10 Business Days of the Company and date of such order; or (ii) if not appealed, has not been revoked or dismissed within 10 Business Days of the Sellerdate of such order; (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate or Group under this Agreement pursuant proves to this Section 8.1(b) if any such breach have been incorrect or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement misleading in any material respectrespect and, if capable of remedy, is not remedied within 3 Business Days from the date the Company or Group is given notice of such breach; further, provided, thator (c) the Proposed Restructuring is amended or modified (other than, for the avoidance of doubt, nothing as contemplated in this Section 8.1(bthe Amended and Restated Explanatory Statement, the Amended Scheme Supplemental Prospectuses and the Modified Scheme) shall or any Proposed Restructuring Document is amended, restated, varied or supplemented (or any combination thereof) (other than as contemplated in the Amended and Restated Explanatory Statement, the Amended Scheme Supplemental Prospectuses and the Modified Scheme), in each case in any way limit material respect which is likely to adversely affect or otherwise modify conflict with the rights terms of Purchaser A pursuant the Proposed Restructuring or its implementation or the economic interests of the Noteholders as a class of creditors; or (d) an Insolvency Proceeding occurs or commences in respect of the Company, Group or CBGL; or (e) the Company or Group fails to Section 8.1(f)comply with any undertaking under this Agreement in any material respect and, if capable of remedy, such breach is not remedied within 10 Business Days from the date the Company is given notice of such breach. 7.3 Subject to the terms of Clause 7.4, this Agreement will terminate immediately upon the occurrence of any of the following events (each a Termination Event): (a) at a Scheme Meeting at which a vote takes place, the Modified Scheme is not approved by the requisite majorities of the Scheme Creditors specified in section 899(1) of the Companies Act; (b) on the earlier of the Scheme Settlement Date and the Longstop Date; (c) by Purchaser A, if the Seller or the Company has breached gives the Consenting Noteholder or any covenant or agreement contained in this Agreement, or if any representation or warranty other Noteholder written notice of an intention either: (i) not to proceed with the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as Modified Scheme; or (ii) to proceed with a proposed scheme of the Closing arrangement on or prior terms which are different to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement Modified Scheme in any material respect; and (d) the Consenting Noteholder sells, transfers, assigns or otherwise disposes of all of its Locked-up Notes in accordance with Clause 5.4; and (e) if: (i) the 5.5555% Bondholders vote against the proposals (to the extent related to the 5.5555% Bonds) contemplated in the relevant Proposed Restructuring Documents at the 5.5555% Bondholders Meeting; (ii) the 13% Bondholders vote against the proposals (to the extent related to the 13% Bonds) contemplated in the relevant Proposed Restructuring Documents at the 13% Bondholders Meeting; or (iii) the Preference Shareholders vote against the proposals (to the extent related to the Preference Shares) contemplated in the relevant Proposed Restructuring Documents at the Preference Shareholders Meeting. 7.4 If this Agreement terminates in accordance with this Clause 7 (or by mutual written consent of the Parties), the Parties shall be immediately released from all their obligations under this Agreement, provided that such termination and release: (a) shall be without limitation to, and does not in any way affect, the obligations of the Company or Group to, or rights of the Company or Group against, any Permitted Transferee, with respect to the Dated Notes which the Consenting Noteholder has sold, transferred, assigned or otherwise disposed of to that Permitted Transferee; (b) shall not limit or prejudice the rights of one Party against the other Party which have accrued or relate to breaches of the terms of this Agreement at the time of or prior to termination; (c) shall not limit the effectiveness of Clauses 8, 9, 10 and 11 the provisions of which shall continue to apply; (d) by shall be without limitation to and does not in any way affect any obligations of Purchaser A, the Company or to bear the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure costs in respect of the Closing to be consummated by the End Datenegotiation, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure preparation and implementation of the Closing to be consummated by Modified Scheme and the End DateProposed Restructuring as described in the Modified Scheme. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingmay be abandoned: (a) at any time, by mutual written mutual consent agreement of Purchaser A, the Company and the Seller;Parent; or (b) by Parent, at any time prior to the Seller or the CompanyClosing, if either Purchaser has breached (i) the Company is in breach, in any covenant material respect, of the representations, warranties or agreement contained covenants made by it in this Agreement, (ii) such breach is not cured within twenty (20) Business Days after Parent has given written notice of such breach to the Company (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; (c) by the Company, at any time prior to the Closing, if (i) Parent or if any representation or warranty of either Purchaser has become untrueMerger Sub is in breach, in each caseany material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such that breach is not cured within twenty (20) Business Days after the Company has given written notice of such breach to Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A incapable of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbeing satisfied; (d) by any of Purchaser A, written notice by either the Company or Parent to the Seller other, at any time after March 31, 2022 if the Closing has shall not have occurred on or before the End Dateprior to such date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(d) shall not be available to (A) to Purchaser A such party if the Purchasers’ breach action or inaction of such party or any provision of this Agreement causes its Affiliates has been a principal cause of or resulted in the failure of the Closing to be consummated occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (e) by the End Date, or (B) to the Seller either Parent or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of a Governmental Body which is to permanently restrain, enjoin or otherwise prohibit the Contemplated Transactions; provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to such party if the action or inaction of competent jurisdiction. (f) By Purchaser A, if such party or any of the Court Approval its Affiliates has been a principal cause of or the Shareholders Approval has not been obtained prior to resulted in such Order or on the date that is sixty (60) calendar days after the date action and such action or inaction constitutes a breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Merger abandoned at any time prior to the ClosingEffective Time: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller or the CompanyParent if there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this Agreement, or if any representation or warranty Agreement on the part of either Purchaser the Company and such breach has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior been cured within ten business days after written notice to the End Date; Company (provided, however, that neither Parent nor Merger Sub is in material breach of the Seller nor the Company may terminate terms of this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be trueAgreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bcured) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2 hereof, as the case may be, would will not be satisfied as satisfied; (c) by the Company if there has been a breach of the Closing on any representation, warranty, covenant or prior to the End Date; provided, however, that Purchaser A may not terminate agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Parent or Merger Sub and such breach or failure to be true has not been cured within seven (7) Business Days ten business days after written notice by Purchaser A to the Seller and Parent (provided, that the Company informing is not in material breach of the Seller terms of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to cured) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2 hereof, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by any party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Merger or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Seller Merger; or (e) by any party hereto if the Closing has Merger shall not occurred on or before the End Date; have been consummated by April 30, 1999, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(e) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before such date. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be consummated authorized by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller board of any provision of this Agreement causes the failure directors of the Closing to be consummated by the End Dateparty taking such action. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transactions abandoned at any time prior to the ClosingClosing as follows: (a) by written mutual consent of Purchaser A, the Company Buyer and the SellerCompany; (b) by the Seller or the CompanyBuyer if there has been a breach of any representation, if either Purchaser has breached any covenant warranty, covenant, obligation or agreement contained in this Agreement, or if any representation or warranty Agreement on the part of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if or any Principal Shareholder and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by the Seller or to the Company to Purchaser A informing Purchaser A and the Shareholders Representative (provided that neither Buyer nor Merger Sub is in material breach of such breach or failure to be truethis Agreement, except and provided further, that no cure period shall be required for a breach which that by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bwithin such 10 Business Days) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2, as the case may be, would will not be satisfied as satisfied; (c) by the Company if there has been a breach of the Closing on any representation, warranty, covenant, obligation or prior to the End Date; provided, however, that Purchaser A may not terminate agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Buyer, Buyer’s Parent or Merger Sub, and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by Purchaser A to the Seller and Buyer (provided, that neither the Company informing the Seller nor any Principal Shareholder is in material breach of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which that by its nature cannot be cured prior to within such 10 Business Days) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by either Buyer or the Company if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transactions; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued by any Governmental Entity that would make consummation of Purchaser A, the Transactions illegal or that would prohibit Buyer’s or Buyer’s Parent’s ownership or operation of all or any material part of the business of the Company or any Company Subsidiary, or compel Buyer or Buyer’s Parent to dispose of or hold separate all or a material portion of the Seller business or assets of the Company or any Company Subsidiary, or Buyer as a result of the Transactions; (e) by any Party if the Closing has shall not occurred on or before have been consummated by the End Date; 90th day after the date hereof, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(e) shall not be available to (A) any Party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction.before such date; or (f) By Purchaser A, by Buyer if any of the Court Approval or the Shareholders Approval has shall not have been obtained prior to or on by the date that is sixty (60) calendar days 30th day after the date of this Agreementhereof.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingmay be abandoned: (a) at any time, by mutual written mutual consent agreement of Purchaser A, the Company and the Seller;Parent; or (b) by Parent, at any time prior to the Seller or the CompanyClosing, if either Purchaser has breached (i) the Company is in breach, in any covenant material respect, of the representations, warranties or agreement contained covenants made by it in this Agreement, (ii) such breach is not cured within twenty (20) Business Days after Parent has given written notice of such breach to the Company (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; (c) by the Company, at any time prior to the Closing, if (i) Parent or if any representation or warranty of either Purchaser has become untrueMerger Sub is in breach, in each caseany material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such that breach is not cured within twenty (20) Business Days after the Company has given written notice of such breach to Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A incapable of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbeing satisfied; (d) by any of Purchaser A, written notice by either the Company or Parent to the Seller other, at any time after March 31, 2023 if the Closing has shall not have occurred on or before the End Dateprior to such date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(d) shall not be available to (A) to Purchaser A such party if the Purchasers’ breach action or inaction of such party or any provision of this Agreement causes its Affiliates has been a principal cause of or resulted in the failure of the Closing to be consummated occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (e) by the End Date, or (B) to the Seller either Parent or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is to permanently restrain, enjoin or otherwise prohibit the Contemplated Transactions; provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to such party if the action or inaction of such party or any of its Affiliates has been a Governmental Body principal cause of competent jurisdiction.or resulted in such Order or action and such action or inaction constitutes a breach of this Agreement; or (f) By Purchaser Aby the Company, at any time prior to the Closing, if any Parent fails to fund the Bridge Loans as agreed by Parent and the Company, subject to satisfaction of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreementcondition in Section 5.22(a).

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transactions abandoned at any time prior to the ClosingClosing as follows: (a) by written mutual consent of Purchaser A, the Company Buyer and the SellerSellers’ Representative; (b) by the Seller or the CompanyBuyer if there has been a material breach of any representation, if either Purchaser has breached any covenant warranty, covenant, obligation or agreement contained in this AgreementAgreement on the part of the Company, any Seller or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any Sellers’ Representative and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by the Seller or to the Company to Purchaser A informing Purchaser A (provided that Buyer is not in material breach of such breach or failure to be truethis Agreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bwithin such 10 Business Days) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2, as the case may be, would will not be satisfied as satisfied; (c) by Sellers’ Representative if there has been a material breach of the Closing on any representation, warranty, covenant, obligation or prior to the End Date; provided, however, that Purchaser A may not terminate agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Buyer, and such breach or failure to be true has not been cured within seven (7) 10 Business Days after written notice by Purchaser A to Buyer (provided, that neither the Company, any Seller nor Sellers’ Representative is in material breach of this Agreement, and the Company informing the Seller and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within such 10 Business Days) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (d) by Buyer or Sellers’ Representative if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transactions; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transactions by any Governmental Entity which would make consummation of Purchaser Athe Transaction illegal or which would prohibit Buyer’s ownership of the Interests or operation of the Company, or compel Buyer to dispose of or hold separate all or a material portion of the business or assets of the Company or Buyer as a result of the Seller Transaction; or (e) by Buyer or Sellers’ Representative (i) if the Closing has shall not have occurred on or before by the End Date; 60th day after the date hereof and the Closing Condition set forth in Section 7.3.1 shall have been satisfied, and (ii) if the Closing shall not have occurred by the 90th day after the date hereof, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1.1(e) shall not be available to (A1) Buyer if its failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing to be consummated by occur on or before such date or (2) to Sellers’ Representative if his or any Seller’s failure to fulfill any material obligation under the End DateAgreement has been the cause of, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes resulted in, the failure of the Closing to be consummated by the End Dateoccur on or before such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by written mutual consent Parent if any of Purchaser A, the Company and the Seller; (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement 's representations and warranties contained in this AgreementAgreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any representation or warranty of either Purchaser has become untrue, the Company's covenants contained in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has shall have been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement breached in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, either case such that the conditions condition set forth in either Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on time of such breach or prior to as of the End Datetime such representation or warranty shall have become inaccurate; provided, however, that Purchaser A Parent may not terminate this Agreement pursuant to under this Section 8.1(c8.1(a) on account of an inaccuracy in the Company's representations and warranties that is curable by the Company or on account of a breach of a covenant by the Company that is curable by the Company unless the Company fails to cure such inaccuracy or breach within 30 days after receiving written notice from Parent of such inaccuracy or breach; (b) by the Company if any of Parent's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such breach subsequent date), or failure to if any of Parent's covenants contained in this Agreement shall have been breached in any material respect, in either case such that the condition set forth in either Section 7.1 or Section 7.2, as the case may be, would not be true has been cured within seven (7) Business Days after written notice by Purchaser A to satisfied as of the Seller and the Company informing the Seller and the Company time of such breach or failure to be true, except that no cure period as of the time such representation or warranty shall be required for a breach which by its nature cannot be cured prior to the End Datehave become inaccurate; and, provided, furtherhowever, that Purchaser A the Company may not terminate this Agreement pursuant to under this Section 8.1(c8.1(b) on account of an inaccuracy in Parent's representations and warranties that is curable by Parent or on account of a breach of a covenant by Parent that is curable by Parent unless Parent fails to cure such inaccuracy or breach within 30 days after receiving written notice from the Company of such inaccuracy or breach; (c) by Parent if the Purchasers are then Closing has not taken place on or before July 31, 1999 (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in breach of this Agreement or in any material respectother agreement or instrument delivered to the Company); (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred taken place on or before July 31, 1999 (other than as a result of the End Date; provided that failure on the End Date may be extended part of the Company to comply with or perform any covenant or obligation of the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate Company set forth in this Agreement under this Section 8.1(d) shall not be available or in any other agreement or instrument delivered to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.Parent); (e) by any of Purchaser A, either Parent or the Company if a court of competent jurisdiction or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of competent jurisdiction.permanently restraining, enjoining or otherwise prohibiting the Merger; or (f) By Purchaser A, if any by the mutual written consent of Parent and the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this AgreementCompany.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by mutual written mutual consent of the Purchaser A, the Company and the Seller; (b) by either the Seller Seller, on the one hand, or the CompanyPurchaser, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that on the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f);other hand if: (ci) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Outside Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 8.1(d7.1(b)(i) shall not be available to (A) to Purchaser A any party if there has been any material breach by such party of its representations, warranties or covenants contained in this Agreement, which was the Purchasers’ breach principal cause of the failure of any provision of the conditions to the Closing set forth in Section 5 of this Agreement causes to be satisfied on or before the failure Outside Date; and provided further, however, that if, as of the Closing to be consummated by the End Outside Date, or (Bthe conditions set forth in Section 5.1(b) have not been satisfied, then the Outside Date shall be automatically extended to the Seller or six (6) month anniversary of the Company if any breach by the Company or the Seller of any provision date of this Agreement causes Agreement, in which case the failure of the Closing to Outside Date shall be consummated by the End Date.deemed for all purposes such date; or (eii) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if jurisdiction issues a final and nonappealable Order that permanently enjoins the consummation of any of the Court Approval Transactions or permanently makes consummation of any of the Shareholders Approval Transactions illegal or otherwise prohibited; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall not be available to any party if there has not been obtained prior to any material breach by such party of its representations, warranties or covenants contained in this Agreement, which was the principal cause of the issuance of such Order or taking of such other action by such Governmental Body; (c) by the Seller if a breach of any representation, warranty, covenant or agreement on the date part of the Purchaser set forth in this Agreement shall have occurred which would cause any of the conditions set forth in Section 5.3 not to be satisfied, and such breach is incapable of being cured by the Outside Date or is not cured by the earlier of (i) ten (10) business days following written notice to Purchaser by the Seller of such breach and (ii) the Outside Date; provided, however, that the Seller is sixty (60) calendar days after the date not then in material breach of this AgreementAgreement so as to cause (x) such breach by Purchaser or (y) any of the conditions set forth in Section 5.1 or Section 5.2 not to be satisfied; or (d) by the Purchaser if a breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement shall have occurred which would cause any of the conditions set forth in Section 5.2 not to be satisfied, and such breach is incapable of being cured by the Outside Date or is not cured by the earlier of (i) ten (10) business days following written notice to the Seller by the Purchaser of such breach and (ii) the Outside Date; provided, however, that the Purchaser is not then in material breach of this Agreement so as to cause (y) such breach by Seller or (y) any of the conditions set forth in Section 5.1 or Section 5.3 not to be satisfied.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by mutual written mutual consent of Purchaser A, the Company Investor and the SellerCompany; (b) by the Seller either Investor or the Company, if either Purchaser has breached any covenant Order by any Governmental Body of competent jurisdiction preventing or agreement contained in this Agreement, or if any representation or warranty prohibiting consummation of either Purchaser has the transactions contemplated hereby shall have become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Datefinal and nonappealable; provided, however, that neither the Seller nor the Company may party seeking to terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured must have used all commercially reasonable efforts prior to the End Date; provided, further, that neither Termination Date to remove any such Order without agreeing to the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either imposition of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)unduly burdensome condition; (c) by Purchaser A, Investor if any of the Seller or the Company has breached any covenant or agreement Company’s representations and warranties contained in this AgreementAgreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any representation or warranty of the Seller or the Company has become untrue, Company’s covenants contained in each case, such that the conditions set forth this Agreement shall have been breached in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Dateany material respect; provided, however, that Purchaser A Investor may not terminate this Agreement pursuant to under this Section 8.1(c8.l(c) on account of an inaccuracy in the Company’s representations and warranties or on account of a breach of a covenant by the Company if any such inaccuracy or breach is curable by the Company unless the Company fails to cure such inaccuracy or failure to be true has been cured breach within seven (7) Business Days 20 days after receiving written notice by Purchaser A to the Seller and the Company informing the Seller and the Company from Investor of such breach inaccuracy or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbreach; (d) by the Company if any of Purchaser AInvestor’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), the Company or the Seller if the Closing has not occurred on or before the End Dateany of Investor’s covenants contained in this Agreement shall have been breached in any material respect; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, furtherhowever, that the right to Company may not terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ on account of an inaccuracy in Investor’s representations and warranties or on account of a breach of any provision of this Agreement causes the failure of the Closing a covenant by Investor if such inaccuracy or breach is curable unless Investor fails to be consummated by the End Date, cure such inaccuracy or (B) to the Seller or breach within 20 days after receiving written notice from the Company if any breach by the Company of such inaccuracy or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.breach; or (e) by Investor or the Company if the Closing has not taken place on or before October 15, 2004, or such later date as may be agreed between the Company and Investor (the “Termination Date”) (other than as a result of any failure on the part of the terminating party to comply with or perform any of Purchaser A, the Company its covenant or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of obligation set forth in this Agreement).

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned may, by notice given prior to the Closing, be terminated: (a) by Buyer if Buyer is not in breach of its obligations of this Agreement, and if (i) at any time that the Company or any Seller is in material breach of any of the representations and warranties such that Section 8.1 would not be satisfied (treating such time as if it were the Closing time for purposes of this Section 10.1(a)) or (ii) there has been a material breach on the part of the Company or any Seller of any of their covenants or agreements contained in this Agreement such that Section 8.2 would not be satisfied (treating such time as if it were the Closing time for purposes of this Section 10.1(a)), and in both case (i) and case (ii) hereof, such breach has not been waived, provided that written mutual consent notice has been given to the breaching party of Purchaser Athe intention of the non-breaching party to terminate under this Section 10.1(a) due to such breach and the breaching party has not cured such breach within thirty (30) days of receipt of such notice, or if such breach is unable to be cured within such 30-day period, the Company breaching party has made commercially reasonable efforts to cure such breach and the Sellersuch breach is cured not later than forty-five (45) days after notice thereof; (b) by either the Seller Company or the Company, Sellers if either Purchaser has breached any covenant or agreement contained neither the Company nor Sellers is in breach of its obligations of this Agreement, or and if (i) at any representation or warranty time that Buyer is in material breach of either Purchaser has become untrue, in each case, any of the representations and warranties such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, 9.1 would not be satisfied at (treating such time as if it were the Closing time for purposes of this Section 10.1(b)) or (ii) there has been a material breach on the part of Buyer of any of their covenants or agreements contained in this Agreement such that Section 9.2 would not be satisfied (treating such time as if it were the Closing on or prior time for purposes of this Section 10.1(b)), and in both case (i) and case (ii) hereof, such breach has not been waived, provided that written notice has been given to the End Date; provided, however, that neither breaching party of the Seller nor intention of the Company may non-breaching party to terminate this Agreement pursuant to under this Section 8.1(b10.1(a) if any due to such breach and the breaching party has not cured such breach within thirty (30) days of receipt of such notice, or failure if such breach is unable to be true has been cured within seven (7) Business Days after written notice by such 30-day period, the Seller or the Company breaching party has made commercially reasonable efforts to Purchaser A informing Purchaser A of cure such breach or failure to be true, except that no cure period shall be required for a and such breach which by its nature canis cured not be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(blater than forty-five (45) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)days after notice thereof; (c) by Purchaser Amutual written consent of Buyer, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectSellers; (d) by any of Purchaser Aeither Buyer, the Company or the Seller Sellers if the Closing has not occurred on or before (other than through the End Date; provided that the End Date may be extended with the written consent failure of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right any party seeking to terminate this Agreement to comply with its material obligations under this Section 8.1(dAgreement) shall not be available to (A) to Purchaser A on or before June 7, 2007, or such later date that the parties may agree upon in writing provided that if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) is terminated by any of Purchaser ABuyer, the Company or the SellerSellers on or after June 7, 2007 ("Financing Termination Date") due to the failure of Buyer to secure the Financing, Buyer shall immediately pay the Company an amount equal to the accounting and legal expenses incurred by the Company and Sellers in connection with this Agreement and transactions contemplated hereby, up to an amount not to exceed $300,000 (the "Financing Delay Fee"); provided, however that if Buyer has previously paid the Financing Termination Fee, then Buyer, in its sole discretion, may elect at any time on or prior to June 7, 2007 to extend the Financing Termination Date to July 7, 2007; xlvi and, provided, further that if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained Closing occurs prior to or on July 7, 2007, such Financing Delay Fee shall be credited against the date that is sixty (60) calendar days after the date of this Agreement.Base Purchase Price; or

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transaction abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller or the CompanyParent if there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this Agreement, Agreement on the part of the Company or if any representation or warranty of either Purchaser the Stockholders and such breach has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior been cured within ten business days after written notice to the End Date; Company (provided, however, that neither Parent nor Federal is in material breach of the Seller nor the Company may terminate terms of this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be trueAgreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bcured) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 7.2.1 or Section 6.27.2.2 hereof, as the case may be, would will not be satisfied as satisfied; (c) by Parent, if the Company, its board of directors or the Closing on Stockholders shall have (i) withdrawn, modified or prior to amended in any material respect the End Date; provided, however, that Purchaser A may not terminate approval of this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent the amount pursuant to Section 6.1; (d) by the Company if there has been a breach of any representation, warranty, covenant or agreement contained in this Section 8.1(c) if any Agreement on the part of Parent or Federal and such breach or failure to be true has not been cured within seven (7) Business Days ten business days after written notice by Purchaser A to the Seller and Parent (provided, that the Company informing is not in material breach of the Seller terms of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to cured) such that the End Date; andconditions set forth in Section 7.3.1 or Section 7.3.2 hereof, providedas the case may be, further, that Purchaser A may will not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectbe satisfied; (de) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under VC; provided, however, that in that event the Company shall pay to Parent the amount pursuant to Section 6.1; (f) by the Company, if Parent or Federal or the Board of Directors of either makes any public statement or notifies the Company to the effect that either Parent or Federal does not intend to consummate the stock purchases contemplated by this Agreement substantially as provided in this Agreement, and in that event the Company shall be entitled to the payment provided in Section 6.1, subject to the terms and conditions stated in that section; (g) by any party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Transaction; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent's or Federal's ownership or operation of all or a material portion of the stock or assets of the Company, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent or Federal as a result of the Seller Transaction; or (h) by any party hereto if the Closing has Transaction shall not occurred on or before the End Date; have been consummated by December 1, 2001, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(g) shall not be available to (A) any party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller either Parent or the Company, if either Purchaser has breached any covenant Order by any Governmental Body of competent jurisdiction preventing or agreement contained in this Agreement, or if any representation or warranty prohibiting consummation of either Purchaser has the Merger shall have become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Datefinal and nonappealable; provided, however, that neither the Seller nor the Company may party seeking to terminate this Agreement pursuant to this Section 8.1(b9.1(b) if must have used all reasonable efforts to remove any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Order; (c) by Purchaser AParent if, within two business days of the date of execution of this Agreement the Required Company Stockholder Approval shall not have been obtained; (d) by Parent if any of the Seller or the Company has breached any covenant or agreement Company’s representations and warranties contained in this AgreementAgreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date) (except for any such representation or warranty that is made only as of a specific date, which representation or warranty shall have been materially inaccurate as of such specified date), or if any representation or warranty of the Seller or the Company has become untrue, Company’s covenants contained in each case, such that the conditions set forth this Agreement shall have been breached in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Dateany material respect; provided, however, that Purchaser A Parent may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(c) shall not be available to (A) to Purchaser A if on account of an inaccuracy in the Purchasers’ Company’s representations and warranties or on account of a breach of any provision of this Agreement causes the failure of the Closing to be consummated a covenant by the End Date, or (B) to the Seller or the Company if any such inaccuracy or breach is curable by the Company unless the Company fails to cure such inaccuracy or the Seller breach within five (5) business days after receiving written notice from Parent of any provision of its intention to terminate this Agreement causes the failure as a result of the Closing to be consummated by the End Date.such inaccuracy or breach; (e) by the Company if any of Purchaser AParent’s or Merger Sub’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date) (except for any such representation or warranty that is made only as of a specific date, which representation or warranty shall have been materially inaccurate as of such specified date), or if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 9.1(d) on account of an inaccuracy in Parent’s or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined Merger Sub’s representations and warranties or prohibited by the terms on account of a final, non-appealable Order breach of a Governmental Body covenant by Parent or Merger Sub if such inaccuracy or breach is curable unless Parent or Merger Sub fails to cure such inaccuracy or breach within five (5) business days after receiving written notice from the Company of competent jurisdiction.its intention to terminate this Agreement as a result of such inaccuracy or breach; or (f) By Purchaser Aby Parent or the Company if the Closing has not taken place on or before June 30, if 2008 (the “Termination Date”) (other than as a result of any failure on the part of the party attempting to terminate this Agreement to comply with or perform any of the Court Approval its covenant or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of obligation set forth in this Agreement).

Termination Events. This Agreement may be terminated and Each of the transactions contemplated hereby abandoned prior to the Closingevents set out below is a Termination Event: (a) by written mutual consent any Client is in breach of Purchaser A, any of the Company and the Sellerprovisions of clause 11.2 (Payments); (b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if Credit Party does not pay any representation or warranty of either Purchaser has become untruesum due from it under any Finance Document, in each casethe currency, at the time, and in the manner specified in the relevant Finance Document, other than where such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured pay is caused by an administrative or technical error and payment is made within seven two (72) Business Days after written notice by the Seller of its due date or the Company to Purchaser A informing Purchaser A date upon which FGI has notified the relevant Credit Party of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to (whichever is the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(fearlier); (c) by Purchaser Aany representation, if the Seller or the Company has breached any warranty, covenant or agreement undertaking made or deemed to be repeated by a Credit Party in any Finance Document or in any document delivered pursuant to any such document, other than any representation contained in this Agreementclause 16 (Receivable specific warranties), is not complied with in any respect which FGI considers material or if any representation is or warranty of the Seller proves to have been incorrect or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 misleading when made or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure deemed to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectrepeated; (d) any Client fails duly to perform or comply with any obligation expressed to be assumed by it in clauses14.1 (Provision of information) or 17.1(b), (d), or (g) (Restrictions); (e) any Credit Party fails duly to perform or comply with any other obligation expressed to be assumed by it in any of Purchaser A, the Company Finance Documents (not otherwise expressly specified in this clause 19.1 (Events of Default)) and such failure (if capable of remedy) is not remedied within five (5) Business Days of the relevant Credit Party becoming aware of such breach or the Seller if the Closing has not occurred on any such Finance Document shall terminate (other than in accordance with its terms or before the End Date; provided that the End Date may be extended with the written consent of FGI) or become void or unenforceable; (f) any Financial Indebtedness in excess of £10,000 (or any equivalent in EUR) is not paid when due or is declared to be or otherwise becomes due and payable prior to their specified maturity or any creditor of a Client becomes entitled to declare any such Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (howsoever described); (g) any Credit Party becomes Insolvent or subject to Insolvency Proceedings or anything analogous to or having a substantially similar effect shall occur under the laws of any relevant jurisdiction; (h) any Security Interest or Quasi-Security on or over the assets of any Client becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that Security Interest or Quasi-Security; (i) all or any material part of the Parties shares or Collateral of any Client or any Security Obligor is seized, compulsorily acquired, nationalised or otherwise other expropriated or custody or control of the same being vested in it by up to three any public authority or any court of competent jurisdiction at the instance of any public authority; (3j) additional thirty any guarantee of any amounts due and payable under any of the Finance Documents shall be terminated, revoked or declared void or invalid; (30)-day periods; and, provided, further, that k) one or more final judgments for the right to terminate this Agreement under this Section 8.1(dpayment of money aggregating in excess of £10,000 (or any equivalent in EUR) (whether or not covered by insurance) shall not be available rendered against a Client and that Client fails to discharge the same within 5 Business Days from the date of entry thereof or to appeal therefrom; (l) any loss, theft, damage or destruction of any item or items of the Collateral occurs or any attachment, seizure, distress, lien or other claim is made or asserted against any item or items of the Collateral which in the opinion of FGI (A) materially and adversely affects or is reasonably likely to Purchaser A if affect the Purchasers’ breach operation of the business of or the ownership or other rights of any provision of this Agreement causes Client in the failure Collateral or any Client’s use of the Closing to be consummated by the End Date, Collateral or (B) to is material in amount and/or value and is not adequately covered by insurance; (m) any Client ceases carrying on the Seller business or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure nature of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or business carried on the date that is sixty (60) calendar days after as at the date of this AgreementDeed; (n) it is or will become unlawful for any Client or any other Security Obligor to perform or comply with any of its obligations under any Finance Document or any such obligation is not or ceases to be legal, valid and binding; (o) any Credit Party repudiates or does or causes to be done anything evidencing an intention to repudiate any Finance Document to which it is a party; (p) the Finance Documents do not come into, or cease to be in, full force and effect or are not for any reason valid and binding upon and enforceable in all respects against any Credit Party; (q) there occurs a Material Adverse Effect; (r) there occurs a Change of Control without the prior approval of FGI; or (s) the relevant authority or entity issues any notice referred to in Clause 17.8(d) above to a Client which is reasonably expected to have a Material Adverse Effect; or (t) any person (other than FGI) who holds a Security Interest over any Collateral, having waived or released its rights to any Receivable, withdraws or attempts to withdraw such waiver of release or otherwise asserts any interest adverse to FGI in any of Receivables vested in FGI.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:Effective Time (whether before or after the Company Stockholder Approval or Required Parent Vote has been obtained): (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller either Parent or the CompanyCompany if the Merger shall not have been consummated by December 26, 2014 or, if either Purchaser has breached the date by which Parent is required under its Amended and Restated Certificate of Incorporation to consummate an initial business combination is extended by a vote of the Parent Stockholders, the new date on which the Company is required to consummate an initial business combination, which shall in no event be later than February 26, 2015 (the “Outside Date”) (unless the failure to consummate the Merger is attributable to a failure on the part of the party seeking to terminate this Agreement to perform any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, material obligation required to be performed by such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied party at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(fEffective Time); (c) by Purchaser A, if the Seller either Parent or the Company has breached any covenant if a court of competent jurisdiction or agreement contained in this Agreementother Governmental Body shall have issued a final and nonappealable order, decree or ruling, or if shall have taken any representation other action, having the effect of permanently restraining, enjoining or warranty of otherwise prohibiting the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respectMerger; (d) by any of Purchaser A, the Company or the Seller Parent if the Closing Parent Stockholders shall have taken a final vote on the principal terms of the Merger and the adoption of this Agreement, and the Required Parent Vote has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.been received; (e) by Parent, if neither Parent nor Merger Sub is then in material breach of any term of Purchaser Athis Agreement, upon written notice to the Company if there occurs a breach of any representation, warranty or the Seller, if the consummation covenant of the transactions contemplated hereby is permanently enjoined or prohibited by Company contained in this Agreement, and which breach, in the terms absence of a finalcure, non-appealable Order would cause either of a Governmental Body the closing conditions set forth in Sections 7.1 or 7.2 to not be satisfied prior to the Outside Date, provided, however, that such breach is not capable of competent jurisdiction.being cured or has not been cured within thirty (30) days after the giving of notice thereof by Parent to the Company; or (f) By Purchaser Aby the Company, if the Company is not then in material breach of any term of this Agreement, upon written notice to Parent if there occurs a breach of any representation, warranty or covenant of Parent or Merger Sub contained in this Agreement, and which breach, in the absence of a cure, would cause either of the Court Approval closing conditions set forth in Sections 8.1 or 8.2 to not be satisfied prior to the Shareholders Approval Outside Date, provided, however, that such breach is either not capable of being cured or has not been obtained prior to or on the date that is sixty cured within thirty (6030) calendar days after the date giving of this Agreementnotice thereof by the Company to Parent.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing: (a) by written mutual consent of Purchaser Athe Purchaser, the Company Sellers' Representative and the SellerCompany by mutual written consent at any time prior to the Closing; (b) by the Seller Purchaser, the Sellers' Representative or the Company, Company if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would Closing shall not be satisfied at a Closing have been consummated on or prior to the End Datebefore July 2, 2004 (U.S. west coast time); provided, however, that neither if a Force Majeur prevents the Seller nor Parties from holding the Closing by such date, this date shall be automatically extended by ten (10) days; (c) by the Company, the Sellers' Representative or the Purchaser if there shall be any law or regulation that makes consummation of the Basic Transaction or the exercise of the Option illegal or otherwise prohibited or if consummation of the Basic Transaction or the exercise of the Option would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; (d) by the Purchaser by giving written notice to the Company may terminate this Agreement pursuant to this Section 8.1(b) if at any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured time prior to the End Date; provided, further, that neither Closing (i) in the Seller nor event the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then has breached any representation, warranty, or covenant contained in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or has notified the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach or the Company has become untrue, in each case, such that the (ii) if events occur which render impossible compliance with one or more conditions set forth in Section 6.1 Schedule F and such conditions are not waived by the Purchaser; provided that such events did not result from any action or Section 6.2, as omission by the case may be, would Purchaser which was within its control and which the Purchaser was not be satisfied as expressly permitted to take or omit by the terms of this Agreement; and (e) by the Closing on or Company by giving written notice to the Purchaser at any time prior to the End Date; providedClosing (i) in the event the Purchaser has breached any representation, howeverwarranty, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then covenant contained in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company has notified the Purchaser of the breach, and the breach has continued without cure for a period of (thirty) 30 days after the notice of breach or (ii) if events occur which render impossible compliance with one or more conditions set forth in Schedule G, and such conditions are not waived by the Seller if the Closing has not occurred on or before the End DateCompany; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall such events did not be available to (A) to Purchaser A if the Purchasers’ breach of result from any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, action or (B) to the Seller or the Company if any breach omission by the Company or which was within the Seller of any provision of this Agreement causes the failure control of the Closing to be consummated by the End Date. (e) by any of Purchaser A, Company and which the Company was not expressly permitted to take or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited omit by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of the Purchaser A, the Company and the SellerSellers; (b) by the Seller Purchaser if there has been a breach in any material respect of any of the Sellers’ representations, warranties or the Company, if either Purchaser has breached any covenant or agreement covenants contained in this AgreementAgreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, or if any representation or warranty of either Purchaser has become untrue, in each case, such that with respect to the conditions representations and warranties set forth in Section 6.1 3.2 and Section 3.5 and each of the Sellers’ representations and warranties that is qualified as to materiality, any breach of such representations and warranties) that would result in the failure of a condition set forth in Section 6.1(a) or Section 6.36.1(b), as the case may be, would and which breach has not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 10 days after receipt of the End Date; provided, further, that neither notice of the Seller nor breach from the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Purchaser; (c) by Purchaser Athe Sellers if there has been a breach in any material respect of any of the Purchaser’s representations, if the Seller warranties or the Company has breached any covenant or agreement covenants contained in this AgreementAgreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, or if any representation or warranty of with respect to the Seller or the Company has become untrue, in each case, such that the conditions representations and warranties set forth in Section 6.1 4.2 and each of the Purchaser’s representations and warranties that is qualified as to materiality, any breach of such representations and warranties) that would result in the failure of a condition set forth in Section 6.2(a) or Section 6.26.2(b), as the case may be, would and which breach has not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to within 10 days after receipt of the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if notice of breach from the Purchasers are then in breach of this Agreement in any material respectSellers; (d) by the Purchaser if there has been any change or event (including any change or proposed change in Law or interpretation thereof) that has had or would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the business prospects of the Sellers; (e) by either the Purchaser A, the Company or the Seller Sellers if any Governmental Authority of competent jurisdiction has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (f) by the Purchaser if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes other than through the failure of the Closing Purchaser to be consummated comply fully with its obligations under this Agreement) on or before October 7, 2006; or (g) by the End Date, or Sellers if the Closing has not occurred (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes other than through the failure of the Closing Sellers or any Member to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of comply fully with its obligations under this Agreement) on or before October 7, 2006.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Closing:Effective Time (notwithstanding any approval of this Agreement by the stockholders of GLD): (ai) by mutual written mutual consent of Purchaser A, the Company GLD and the SellerCoyote; (bii) by the Seller either GLD or the CompanyCoyote, if the Merger has not been consummated by December 31, 2000 (provided that the party seeking to terminate this Agreement shall not have breached its obligations under this Agreement in any material respect); or (iii) by either Purchaser GLD or Coyote, if any judgement, injunction, order or decree enjoining Coyote or GLD from consummating the Merger is entered and such judgement, injunction, order or decree shall become final and nonappealable. (iv) Coyote may terminate this Agreement by giving written notice to GLD at any time prior to Closing in the event GLD has breached any material representation, warranty, covenant or agreement contained in this AgreementAgreement in any material respect, or if any representation or warranty Coyote has notified GLD of either Purchaser the breach, and the breach has become untrue, in each case, such that continued without cure for a period of fifteen days after the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Datenotice of breach; provided, however, that neither the Seller nor the Company and (v) GLD may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after by giving written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured Coyote at any time prior to closing in the End Date; providedevent Coyote has breached any material representation, furtherwarranty, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then covenant or agreement contained in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company GLD has breached any covenant or agreement contained in this Agreement, or if any representation or warranty notified Coyote of the Seller or the Company has become untruebreach, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no has continued without cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach period of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar fifteen days after the date notice of this Agreement.breach; and

Termination Events. This 6.1 The Implementation Agreement may be terminated will terminate with immediate effect and all rights and obligations of Liberty and SBG under the Implementation Agreement shall cease only in the following circumstances: 6.1.1 on written notice of termination by SBG to Liberty if: 6.1.1.1 the Independent Board: (i) withdraws, modifies or qualifies its recommendation to vote in favour of the Ordinary Scheme Resolution; and/or (ii) does not express and maintain a majority view that the Ordinary Scheme Consideration is fair and reasonable to Ordinary Shareholders; or 6.1.1.2 the Independent Board: (i) withdraws, modifies or qualifies its recommendation to vote in favour of the Preference Scheme Resolution and the transactions contemplated hereby abandoned prior to Preference Share Delisting Resolution; and/or (ii) does not express and maintain a majority view that the Closing: (a) by written mutual consent of Purchaser A, the Company Preference Share Consideration and the Seller;Standby Offer Consideration is fair and reasonable to Preference Shareholders; or (b) by 6.1.1.3 Liberty commits a material breach of the Seller or provisions of the CompanyImplementation Agreement and, if either Purchaser has breached any covenant or agreement contained such breach is capable of remedy, Liberty fails to remedy such breach within the remedy period provided in this Agreement, the Implementation Agreement (or if any representation or warranty of either Purchaser has become untrue, in each case, no such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; remedy period is provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured then within seven 10 (7ten) Business Days after of a written notice from SBG to Liberty requiring the same); or 6.1.1.4 an insolvency event has occurred in respect of Liberty or any material member of the Liberty group; 6.1.2 on written notice of termination by Liberty to SBG if: 6.1.2.1 SBG commits a material breach of the Seller or provisions of the Company to Purchaser A informing Purchaser A of Implementation Agreement and, if such breach is capable of remedy, SBG fails to remedy such breach within the remedy period provided in the Implementation Agreement (or failure to be true, except that if no cure such remedy period shall be required for a breach which by its nature cannot be cured prior to the End Date; is provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); within 10 (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7ten) Business Days after of a written notice from Liberty to SBG requiring the same); or 6.1.2.2 an insolvency event has occurred in respect of SBG or SBSA; or 6.1.3 on written notice of termination by Purchaser A one Party to the Seller and the Company informing the Seller and the Company of such breach other if it has been finally determined that it would be illegal to implement all or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure part of the Closing to be consummated Ordinary Scheme; or 6.1.4 by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datemutual written agreement between Liberty and SBG. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby Transaction abandoned at any time prior to the ClosingClosing Date: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerAthena; (b) by the Seller or the CompanyParent if there has been a breach of any representation, if either Purchaser has breached any warranty, covenant or agreement contained in this Agreement, Agreement on the part of Athena or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any and such breach or failure to be true has not been cured within seven ten (710) Business Days after written notice by to Seller (provided, that neither Parent nor Federal is in material breach of the Seller or the Company to Purchaser A informing Purchaser A terms of such breach or failure to be truethis Agreement, except and provided further, that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bcured) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 8.2.1 or Section 6.28.2.2 hereof, as the case may be, would not be satisfied as are incapable of the Closing on being satisfied; (c) by Seller, if there has been a breach of any representation, warranty, covenant or prior to the End Date; provided, however, that Purchaser A may not terminate agreement contained in this Agreement pursuant to this Section 8.1(c) if any on the part of Parent or Federal and such breach or failure to be true has not been cured within seven ten (710) Business Days after written notice by Purchaser A to the Seller and Parent (provided, that neither Seller, Holding nor the Company informing is not in material breach of the Seller terms of this Agreement, and the Company of such breach or failure to be trueprovided further, except that no cure period shall be required for a breach which by its nature cannot be cured prior to cured) such that the End Date; andconditions set forth in Section 8.3.1 or Section 8.3.2 hereof, providedas the case may be, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach incapable of this Agreement in any material respectbeing satisfied; (d) by any Party hereto if: (i) there shall be a final, non-appealable order of Purchaser Aa federal or state court in effect preventing consummation of the Transaction; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Company Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the Seller stock or assets of Athena, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of Athena or Parent or Federal as a result of the Transaction; or (e) by any Party hereto if the Closing has Transaction shall not occurred on or before the End Date; have been consummated by November 16, 2007, provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d10.1.1(e) shall not be available to (A) any Party whose failure to Purchaser A if the Purchasers’ breach of fulfill any provision of material obligation under this Agreement causes has been the cause of, or resulted in, the failure of the Closing Date to be consummated by the End Date, occur on or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Datebefore such date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing: (a) by mutual written mutual consent of Purchaser A, the Company Parent and the SellerCompany; (b) by the Seller either Parent or the Company, if either Purchaser has breached any covenant Order by any Governmental Body of competent jurisdiction preventing or agreement contained in this Agreement, or if any representation or warranty prohibiting consummation of either Purchaser has the Merger shall have become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Datefinal and nonappealable; provided, however, that neither the Seller nor the Company may party seeking to terminate this Agreement pursuant to this Section 8.1(b9.1(b) if must have used all reasonable efforts to remove any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f)Order; (c) by Purchaser AParent if, within seven (7) business days of the date of execution of this Agreement the Required Company Stockholder Approval shall not have been obtained; (d) by Parent if any of the Seller or the Company has breached any covenant or agreement Company’s representations and warranties contained in this AgreementAgreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date) except for those representations and warranties that are made as of a specific date, or if any representation or warranty of the Seller or the Company has become untrue, Company’s covenants contained in each case, such that the conditions set forth this Agreement shall have been breached in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Dateany material respect; provided, however, that Purchaser A Parent may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d9.1(d) shall not be available to (A) to Purchaser A if on account of an inaccuracy in the Purchasers’ Company’s representations and warranties or on account of a breach of any provision of this Agreement causes the failure of the Closing to be consummated a covenant by the End Date, or (B) to the Seller or the Company if any such inaccuracy or breach is curable by the Company unless the Company fails to cure such inaccuracy or the Seller breach within five (5) days after receiving written notice from Parent of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.such inaccuracy or breach; (e) by the Company if any of Purchaser AParent’s or Merger Sub’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date) except for those representations and warranties that are made as of a specific date, or if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 9.1(e) on account of an inaccuracy in Parent’s or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined Merger Sub’s representations and warranties or prohibited by the terms on account of a final, non-appealable Order breach of a Governmental Body covenant by Parent or Merger Sub if such inaccuracy or breach is curable unless Parent or Merger Sub fails to cure such inaccuracy or breach within five (5) days after receiving written notice from the Company of competent jurisdiction.such inaccuracy or breach; or (f) By Purchaser Aby Parent or the Company if the Closing has not taken place on or before March 31, 2008 (the “Termination Date”) (other than as a result of any failure on the part of the party attempting to terminate this Agreement (including, if Parent is attempting to terminate this Agreement, any failure on the part of Merger Sub) to comply with or perform any of the Court Approval its covenants or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of obligations set forth in this Agreement).

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to may, by written notice given before or at the Closing, be terminated: (a) by written mutual consent of the Purchaser A, the Company and the SellerCompany; (b) by the Seller Purchaser or the CompanyCompany if the Merger shall not have been consummated by 11:59 p.m. Pacific Time on October 31, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such 2011 (the “End Date”); provided that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior right to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or shall not be available to a Party whose failure to perform any material obligation required to be true performed by such Party results in the failure of the Merger to be consummated by the End Date; (c) by the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of the Company’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Section 7.1(a) or Section 7.1(b), and which breach has not been cured within seven 30 days after the notice of the breach from the Purchaser; (7d) Business Days after written notice by the Seller Company (so long as the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of the Purchaser’s or the Merger Sub’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), and which breach has not been cured within 30 days after the notice of breach from the Company; (e) by Purchaser or the Company if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable Judgment, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the transactions contemplated by this Agreement, (ii) a Law or Judgment shall be in effect that makes consummation of the Merger illegal or otherwise prohibits or prevents the consummation of the Merger or the transactions contemplated by this Agreement or (iii) a court of competent jurisdiction or other Governmental Authority shall have issued any temporary or preliminary injunction or other Judgment having the effect of permitting the Company to act in a manner that would otherwise be prohibited by Sections 6.5 and 6.9, or prohibiting Purchaser from taking the actions otherwise permitted by this Section 8.1 or limiting the obligation of the Company to make the payments to Purchaser A informing contemplated by Section 8.3; (f) by Purchaser A or the Company if the Stockholder Vote shall not have been obtained within 20 days following the mailing of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior the consent solicitation to the End DateStockholders pursuant to Section 6.9; provided, furtherhowever, that neither the Seller nor the Company may (A) a Party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b8.1(f) if either the failure to obtain the required Stockholder Vote is attributable to a failure on the part of them is then in breach of this Agreement in such Party to perform any material respect; furtherobligation required to be performed by such Party, provided, that, for the avoidance of doubt, nothing in this Section 8.1(band (B) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would shall not be satisfied as of the Closing on or prior permitted to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c8.1(f) if any such breach or failure the Company has not made the payment(s) required to be true has been cured within seven (7made to Purchaser pursuant to Section 8.3(a) Business Days after written notice by Purchaser A to and, if applicable at the Seller and the Company informing the Seller and the Company time of such breach termination, pursuant to Section 8.3(b)(iii) or failure to be true, except that no cure period shall be required for a breach which (iv); or (g) by its nature cannot be cured the Purchaser (at any time prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach adoption of this Agreement by the Stockholder Vote) if (i) there shall have occurred a Change in any material respect; Recommendation, (dii) by any of Purchaser A, the Company or shall have failed to include the Seller if Company Board Recommendation in the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End DateInformation Statement, or (Biii) to the Seller Company, or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval Acquired Companies or any Company Representative, shall have materially violated or breached any of the Shareholders Approval has not been obtained prior to provisions set forth in Section 6.5 or on the date that is sixty (60) calendar days after the date of this AgreementSection 6.9.

Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closingas follows: (a) Buyer may terminate this Agreement by giving written mutual consent of Purchaser A, notice to Seller at any time prior to the Company and Closing (i) in the Seller; (b) by event that the Seller Group (A) has Breached any representation, warranty, or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation (B) delivers a Disclosure Schedule Supplement, which in either case individually, or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may beaggregate, would not be satisfied at a Closing on cause any Damage to Buyer or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(bin excess of $500,000 (as determined in good faith by Buyer) if any such breach or failure would cause a condition precedent within Article 7 not to be true has been satisfied, and which in either case is not cured within seven five (75) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach from Buyer to Seller, or (ii) if the Closing shall not have occurred on or before June 15, 2007, by reason of the failure to be trueof any condition precedent under Article 7 (unless the failure results primarily from Buyer breaching any representation, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; providedwarranty, further, that neither the or covenant contained in this Agreement); (b) The Seller nor the Company may terminate this Agreement pursuant by giving written notice to this Section 8.1(bBuyer at any time prior to the Closing (i) if either of them is then in breach of this Agreement in the event that Buyer has Breached any material respect; furtherrepresentation, providedwarranty, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, which individually, or if any representation or warranty of in the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may beaggregate, would reasonably be expected to result in a Buyer Material Adverse Effect, which in either such case is not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven five (75) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach from the Company to Buyer, or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c(ii) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has shall not have occurred on or before June 15, 2007, by reason of the End Datefailure of any condition precedent under Article 8 (unless the failure results primarily from any of the Company or any member of the Seller Group breaching any representation, warranty, or covenant contained in this Agreement); provided that the End Date may be extended with the or (c) by mutual written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End DateBuyer and Seller. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.