Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This By notice given prior to or at the Closing, subject to Section 12(b), this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingas follows: (ai) by mutual written consent Buyer if a material breach of any provision of this Agreement has been committed by Seller and such breach has not been waived by Buyer or, prior to notice of termination from Buyer, been cured by Seller; (ii) by Seller if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been waived by Seller or, prior to notice of termination from Seller, been cured by Buyer; (biii) by either Buyer if any condition in Section 10 has not been satisfied as of the date specified for Closing in the first sentence of Section 4 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date; (iv) by Seller if any condition in Section 11 has not been satisfied as of the date specified for Closing in the first sentence of Section 4 or Buyerif satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), if: and Seller has not waived such condition on or before such date; (iv) by mutual consent of Buyer and Seller; (vi) by Buyer if the Closing Date shall has not have occurred on or prior to September 30before July 31, 2015 2007 (the “End Date”); providedor August 31, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, 2007 in the case of Buyer’s right event the applicable waiting period under this Section 9.01(bthe HSR Act has not expired or been terminated by July 24, 2007), a failure by or such later date as the parties may agree upon, unless the Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (dvii) by BuyerSeller if the Closing has not occurred on or before July 31, if: 2007 (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thatAugust 31, in either case, (A) would result 2007 in the failure of a condition set forth in Section 8.02(a) event the applicable waiting period under the HSR Act has not expired or Section 8.02(b) and (B) which is not curable orbeen terminated by July 24, if curable2007), is not cured upon or such later date as the occurrence of parties may agree upon, unless the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. (a) This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (ai) by mutual written consent of Seller the Purchaser, the Company and Buyerthe Stockholders’ Representative; (bii) by either Seller or Buyerwritten notice from the Purchaser to the Company and the Stockholders’ Representative, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material there has been a breach of this Agreement (other thanany representation, in the case of Buyer’s right under this Section 9.01(b)warranty, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of Buyer in this Agreement thatAgreement, in either case, (A) would result in such that the failure of a condition set forth conditions in Section 8.03(a) 6.1 or Section 8.03(b) 6.2 would not be satisfied and (B) which such breach is not curable or, if curable, is not cured upon the occurrence of within the earlier of (1A) the thirtieth ten (30th10) day days after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior Purchaser to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by BuyerCompany and the Stockholders’ Representative, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 6.1 or Section 6.3 would not be satisfied and such breach is not curable or, if curable, is not cured upon the occurrence of within the earlier of (1A) the thirtieth ten (30th10) day days after written notice thereof is given by Buyer the Stockholders’ Representative to Seller the Purchaser, and (2B) the day that is Expiration Date; or (iv) by five (5) Business Days days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, as the case may be, in the event the Closing has not occurred on or prior to March 1, 2017 (the End “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided that Buyer the parties may not terminate mutually agree, in writing, to extend the Expiration Date. (b) In the event of termination of this Agreement pursuant to this ARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 9.01(d5.7 (Confidentiality), Section 11.3 (Fees and Expenses), Section 11.4 (Waiver; Amendment), Section 11.5 (Entire Agreement), Section 11.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 11.7 (Governing Law; Venue), Section 11.8 (WAIVER OF JURY TRIAL), Section 11.9 (Attorneys’ Fees), Section 11.10 (Assignment and Successors), Section 11.12 (Notices), Section 11.13 (Construction; Usage), Section 11.14 (Severability), Section 11.15 (Schedules and Exhibits) if Buyer is and this Section 8.1, and the definitions used in material each of the foregoing sections, including those set forth in Exhibit A hereto, all of which shall survive such termination and the Termination Date. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller Parent (on behalf of itself and Seller) and Buyer; (b) by either Seller Parent (on behalf of itself and Seller) or Buyer, if the Closing has not taken place on or before January 31, 2011 (other than as a result of any failure on the part of the terminating party to comply with or perform its covenants and obligations under this Agreement); (c) by either Seller Parent (on behalf of itself and Seller) or Buyer if: (i) any court of competent jurisdiction or other Governmental Authority shall have issued a final and non-appealable order or shall have taken any other action having the Closing Date effect of permanently restraining or otherwise prohibiting the transactions contemplated by the Transaction Documents; or (ii) any Law making illegal the transactions contemplated by the Transaction Documents shall not have occurred become effective; (d) by Seller Parent (on behalf of itself and Seller) if there is a material breach of any representation, warranty, covenant or prior obligation of Buyer pursuant to September 30, 2015 (the “End Date”)this Agreement; provided, however, that neither party may Seller Parent shall not be permitted to terminate this Agreement pursuant to this Section 9.01 7.1(d) on account of any breach which is curable by Buyer unless Buyer fails to cure such breach within thirty (30) days after receiving notice of such breach; or (e) by Buyer if such party there is in a material breach of this Agreement (other thanany representation, in the case warranty, covenant or obligation of Buyer’s right under this Section 9.01(b), a failure by Buyer Seller or Seller Parent pursuant to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking Buyer shall not be permitted to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c7.1(e) if Seller on account of any breach which is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach curable by Seller or Seller Parent unless Seller or Seller Parent fails to cure such breach within thirty (30) days after receiving notice of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsuch breach.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to the ClosingOption Closing Date (if any) or the Option Expiration Date (if not exercised), be terminated: (a) by mutual written consent either (y) Purchaser or (z) Sellers owning a majority of Seller the Shares owned by all of the Sellers if a material Breach of any provision of this Agreement has been committed by the other party and Buyersuch Breach has not been waived by the non-breaching Party; (b) by either Seller (y) Purchaser or Buyer, if: (iz) Sellers owning a majority of the Shares owned by all Sellers if any of the conditions in Article VI has not been satisfied as of a Closing Date shall or if satisfaction of such a condition is or becomes impossible, and the other Party has not have occurred waived such condition on or prior before such Closing Date, unless the Party seeking to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant has caused, directly or indirectly, such condition to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of be unsatisfied or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04become impossible; (c) by Seller, if: (i) Purchaser if any of the representations and warranties of Buyer contained conditions in Article V hereof shall fail VII has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be true and correct unsatisfied or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orbecome impossible; (d) by Buyer, if: (i) any mutual consent of Purchaser and Sellers owning a majority of the representations and warranties Shares owned by all Sellers; (e) by either Purchaser or Sellers (by action of Seller contained in Article IV hereof shall fail to be true and correct Sellers owning a majority of the Shares owned by all Sellers) if the First Closing has not occurred on or before October 30, 2003, or such later date as the parties may agree upon; or (iif) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured Purchaser upon the occurrence of the earlier an event of default under any of (1i) the thirtieth that certain Note Secured by Stock Pledge Agreement, dated as of even date herewith, by Seller in favor of Xxxxx X. Xxxxx, (30thii) day after written notice thereof is given that certain Stock Pledge Agreement, dated as of even date herewith, by Buyer to and between Seller and Xxxxx X. Xxxxx, and (2iii) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementany documents or instruments ancillary thereto.

Termination Events. This Agreement may be terminated and The occurrence of any one or more of the transactions contemplated herein may be abandoned, at any time prior to the Closing------------------ following events shall constitute a Termination Event: (a) (i) the Transferor, the Collection Agent or CompuCom shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (ii) of this Section 7.1(a) or the covenant set forth in Section 5.1(k)) and such failure shall remain unremedied for ten (10) days, or (ii) the Collection Agent shall fail to make any payment or deposit to be made by mutual written consent of Seller and Buyer;it hereunder or under any other document delivered pursuant hereto when due or the Collection Agent shall fail to observe or perform any term, covenant or agreement on the Collection Agent's part to be performed under Section 2.8(b) hereof; or (b) any representation, warranty, certification or statement made by either Seller of the Transferor, the Collection Agent or Buyer, if: CompuCom in this Agreement or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made (i) the Closing Date provided that any -------- such breach with respect to a Receivable shall not constitute a Termination Event hereunder if such breach shall have occurred on been cured by the Transferor pursuant to Section 2.9 or prior to September 30, 2015 (the “End Date”8.4); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;or (c) by Seller, if: (i) any either of the representations and warranties Transferor or CompuCom shall default in the performance of Buyer contained in Article V hereof shall fail any payment or undertaking (other than those covered by clause (a) above) or to be true and correct performed or (ii) there shall be a breach by Buyer of observed under any covenant other provision hereof or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) Receivables Purchase Agreement or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement under any other document delivered pursuant to this Section 9.01(c) if Seller is in material breach of this Agreementhereto or thereto; or (d) failure of either of the Transferor or CompuCom, as initial Collection Agent, or any of their Subsidiaries to pay when due any amounts due under any agreement under which any Indebtedness greater than $10,000,000 is governed; or the default by Buyereither of the Transferor or CompuCom or any of their Subsidiaries in the performance of any term, if: provision or condition contained in any agreement under which any Indebtedness greater than $10,000,000 was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness greater than $10,000,000 shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (e) any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, CompuCom or any Subsidiary of either the Transferor, the Collection Agent or CompuCom; or (f) the Transferor shall, for any reason, fail to have a valid ownership interest in the Receivables and the Related Security and Collections with respect thereto; or (g) either CompuCom or the Transferor shall enter into any transaction or merger whereby it is not the surviving entity; or (h) there shall have occurred and be continuing any event or condition which materially affects the Transferor's, CompuCom's or the Collection Agent's ability to either collect the Receivables or to perform under this Agreement or the Receivables Purchase Agreement; or (i) any the Liquidity Provider or the Credit Support Provider shall have given notice that an event of default has occurred and is continuing under its agreements with the representations Company; or (j) the Commercial Paper issued by the Company shall not be rated at least "A-2" by Standard & Poor's and warranties of Seller contained in Article IV hereof shall fail at least "P-2" by Moody's; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment on the next day, bringing the Percentage Factor to be true and correct less than or equal to 98% or (ii) there the Percentage Factor equals or exceeds 100% at any time or (iii) the Receivables Purchase Agreement shall have terminated pursuant to Section 8.1 thereof; or (l) the Dilution Ratio averaged for any three-month period exceeds 7%; or (m) the Loss to Liquidation Ratio averaged for any three-month period exceeds 1.50%; or (n) the Delinquency Ratio averaged for any three-month period exceeds 15.0%; or (o) CompuCom's Leverage Ratio (as such term is defined in Exhibit N herein) exceeds (i) 4.25 to 1 at the end of any fiscal quarter ending prior to and including December 31, 2000 and (ii) 3.75 to 1 at the end of any fiscal quarter thereafter; or (p) CompuCom's Fixed Charge Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.25 to 1 at the end of any fiscal quarter; or (q) CompuCom's Tangible Net Worth (as such term is defined in Exhibit N herein) falls below an amount equal to the sum of (i) $130,000,000, plus (ii) 75% of cumulative Net Income (as such term is defined in Exhibit N herein) for the period from, but not including March 31, 1997 through the date of calculation (but excluding from the calculation of such cumulative Net Income the effect, if any, of any fiscal quarter (or portion of a fiscal quarter not then ended) of CompuCom for which Net Income was a negative number), plus (iii) 75% of the Net Cash Proceeds (as such term is defined in Exhibit N herein) received by CompuCom as a result of any offering of Equity (as such term is defined in Exhibit N herein) or pursuant to any conversion or exchange of convertible Indebtedness (as such term is defined in Exhibit N herein) or preferred Capital Stock (as such term is defined in Exhibit N herein) or into common Capital Stock of CompuCom, plus (iv) an amount equal to the net worth of any Person (as such term is defined in Exhibit N herein) that becomes a Subsidiary (as such term is defined in Exhibit N herein) of CompuCom or is merged into or consolidated with CompuCom or any Subsidiary of CompuCom or substantially all of the assets of which are acquired by CompuCom or any Subsidiary of CompuCom to the extent the purchase price paid therefor is paid in equity securities of CompuCom or any Subsidiary of CompuCom; or (r) CompuCom's Asset Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.10 to 1 at the end of any fiscal quarter; or (s) CompuCom's ratio of Funded Debt (as such term is defined in Exhibit N herein) to Capital (as such term is defined in Exhibit N herein) exceeds 0.65 to 1 at the end of any fiscal quarter; or (t) if all or any part of the capital stock of the Transferor held (beneficially or otherwise) by CompuCom or the Subordinated Note (as defined in the Receivables Purchase Agreement) shall be pledged or otherwise be subject to a breach by Seller security interest in favor of any covenant Person, and NationsBank of Texas, N.A. or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) any such other Person shall commence any action to foreclose on any such pledge or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsecurity interest.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent either Parent, on the one hand, or the Company, on the other, if a material Breach of Seller any provision of this Agreement has been committed by the other party and Buyersuch Breach has not been waived; (b) by either Seller or Buyer, if: (i) by Parent if any of the conditions in Section 7 has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if satisfaction of such party a condition is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby or becomes impossible (other than a Financing Failure Event arising out through the failure of Parent to comply with its obligations under this Agreement) and Parent has not waived such condition on or related to Buyer’s breach) in which case Buyer shall pay before the Seller Termination Fee in accordance with Section 9.02(b)) Closing Date; or (ii) by the Company, if any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that of the conditions in Section 8 has not been vacated, withdrawn satisfied as of the Closing Date or overturned) restraining, enjoining if satisfaction of such a condition is or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of the Company to comply with its obligations under this Agreement; provided, that ) and the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Company has not waived such condition on or before the Closing Date; (c) by Seller, if: Parent if (i) any the Company's Board of Directors withdraws or modifies its recommendation of the representations and warranties Transactions (other than for the purpose of Buyer contained in Article V hereof shall fail accepting an Acquisition Proposal or by reason of Parent's failure to be true and correct or comply with its obligations under this Agreement), (ii) there shall be a breach an Acquisition Proposal is accepted by Buyer of any covenant or agreement of Buyer in this Agreement that, in either casethe Company, (Aiii) would result in the failure of a condition set forth in Section 8.03(aCompany willfully breaches this Agreement, (iv) the Company's shareholders do not approve the Arrangement on or Section 8.03(bbefore September 30, 1999 or (v) and (B) which is not curable or, if curable, is not cured upon the occurrence shareholders of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is Company owning more than five percent (5%) Business Days prior to of the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orCompany Shares exercise Dissent Rights or other statutory appraisal rights; (d) by Buyer, if: the Company (i) any if Parent willfully breaches this Agreement or Parent's Board of Directors withdraws or modifies its recommendation of the representations and warranties Transactions (other than by reason of Seller contained in Article IV hereof shall fail the failure of the Company to be true and correct comply with its obligations under this Agreement), or (ii) there shall be upon (x) the determination of the Company's Board of Directors that an Acquisition Proposal constitutes a breach Superior Proposal, and (y) payment by Seller the Company of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition amount set forth in Section 8.02(a5.8(b) hereof; (e) by mutual consent of Parent and the Company; or (f) by either Parent or Section 8.02(b) and the Company if the Closing has not occurred (B) which is not curable or, if curable, is not cured upon other than through the occurrence failure of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer any party seeking to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with its obligations under this Agreement) on or before September 30, 1999, or such later date as the parties may agree upon.

Termination Events. This Agreement may be terminated and by any of Purchaser, the transactions contemplated herein may be abandonedCompany or any Selling Shareholder, at any time prior if the terminating party is not the cause of a failure of a condition for the Closing, by written notice to the Closingother party, upon the occurrence of any of the following: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: (i) on the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties conditions precedent to the obligations of Buyer contained the terminating party set forth in Article V hereof VIII of this Agreement shall fail to be true not have been satisfied; and correct or (ii) there satisfaction of such condition shall not have been waived by the terminating party; provided that, the Company and/or Selling Shareholders shall have thirty (30) days following any notice of failure of satisfaction of any such condition to effect a cure of such failure (and the Closing shall be a breach by Buyer postponed to accommodate any such thirty (30) day cure period); (b) the FCC denies or designates for hearing the application referenced in Section 6.1 of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which such designation is not curable or, if curable, is not cured reversed upon the occurrence pleadings of the earlier of parties; (1c) the thirtieth (30th) day after written notice thereof Station's normal broadcast transmission is given by Seller to Buyer and (2) the day that is continuously interrupted for a period of not less than five (5) Business Days prior consecutive days and the cause of such interruption is not or cannot be cured on or before sixty (60) days from the date that the Closing would otherwise occur or, if cured, would have after the Closing a Material Adverse effect on the operation of the Station as to materially and adversely alter the End Date; provided that Seller may normal operation of the Station as presently conducted; (d) the parties shall mutually agree to terminate this Agreement; (e) the Closing shall not have occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to comply fully with its obligations under this Agreement) on or before June 30, 1998, or such later date upon which the parties may agree. Notwithstanding this Section 9.01(c) if Seller 10.1(e), in the event the FCC Consent has not been granted on or before June 30, 1998, and provided that Purchaser is not in material breach of its obligations under this AgreementAgreement and has timely filed an appropriate application for the FCC Consent and has diligently used best practices to obtain the grant of said application as expeditiously as practicable, the Closing Date shall be extended to a date not later than September 30, 1998 (or such later date upon which the parties may agree); or (df) by BuyerPurchaser does not have adequate financing fully funded on or before September 30, if: (i) any of 1997 in order to pay the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement entire Purchase Price pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller Alliqua and BuyerAquaMed; (b) by either Seller or Buyer, if: (i) Alliqua if the Closing Date shall has not have occurred taken place on or prior before February 15, 2019 (other than as a result of any failure on the part of Alliqua to September 30comply with or perform its covenants and obligations under this Agreement); (c) by AquaMed if the Closing has not taken place on or before February 15, 2015 2019 (other than as a result of any failure on the “End Date”part of AquaMed to comply with or perform any covenant or obligation set forth in this Agreement); (d) by either Alliqua or AquaMed, if a court of competent jurisdiction or other Governmental Body shall have issued an Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contribution or the Distribution; provided, that neither party may a Party shall not be permitted to terminate this Agreement pursuant to this Section 9.01 7.1(d) if the issuance of such party Order or the taking of such action is attributable to the failure of such Party to perform in any material breach of respect any covenant or obligation in this Agreement required to be performed by such Party at or prior to the Closing; (other thane) by Alliqua, if any of AquaMed’s covenants or representations and warranties contained in the case of Buyer’s right under this Section 9.01(b)Agreement shall have been breached in any material respect, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds if (i) such breach would cause any of the Financing conditions in an amount sufficient ARTICLE 2 or ARTICLE 3 not to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or be satisfied; and (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order such breach (that if curable) is final and non-appealable and that has not been vacated, withdrawn or overturnedcured by AquaMed within thirty (30) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04calendar days after receiving written notice from Alliqua of such breach; (cf) by SellerAquaMed if any of Alliqua’s covenants or representations and warranties contained in this Agreement shall have been breached in any material respect, if: in either case if (i) any of such inaccuracy or breach would cause the representations and warranties of Buyer contained conditions in Article V hereof shall fail ARTICLE 2 or ARTICLE 3 not to be true satisfied; and correct or (ii) there shall be a such inaccuracy or breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, ) is not cured upon the occurrence of the earlier of by Alliqua within thirty (130) the thirtieth (30th) day calendar days after receiving written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach from AquaMed of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct such inaccuracy or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.breach;

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe Parties; (b) by either Seller Buyer or BuyerSeller, by written notice to the other if: : (i) the Closing Date shall not have occurred been consummated on or prior to September 30before the Termination Date, 2015 (unless extended by written agreement of the “End Date”)Parties; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 10.1(b) shall not be available to any Party whose failure by Buyer to perform or comply with any of its obligation to consummate obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or occur by such date; or (ii) any court or other Governmental Authority shall have enacted, promulgated, issued, enacted, entered, promulgated entered or enforced (A) any Law prohibiting the Transactions or Governmental Order making them illegal, or (that is B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;nonappealable. (c) by Seller, if: Buyer: (i) any of if the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.03(a7.2 shall have become incapable of fulfillment; or (ii) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence all of the earlier conditions set forth in ARTICLE VII shall have been satisfied and Seller shall not have made all of (1) the thirtieth (30th) day after written notice thereof is given deliveries required by Seller to Buyer and (2) Section 8.3 on or before the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement date designated for Closing pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement8.1; or (d) by Buyer, if: Seller: (i) any of if the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.02(a7.3 shall have become incapable of fulfillment; or (ii) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence all of the earlier conditions set forth in ARTICLE VII shall have been satisfied and Buyer shall not have made all of (1) the thirtieth (30th) day after written notice thereof is given deliveries required by Buyer to Seller and (2) Section 8.2 on or before the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement date designated for Closing pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement8.1.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller the Purchaser and Buyerthe Seller; (b) by either written notice from the Seller to the Purchaser (a “Seller Notice”) or Buyerfrom the Purchaser to the Seller (a “Purchaser Notice”), if: as the case may be, if there has been a breach of any representation, warranty, covenant or agreement by the Company or Seller, in the case of a Purchaser Notice, or by the Purchaser, in the case of Seller Notice, or any such representation or warranty shall become untrue after the date hereof, and such breach is not curable or, if curable, is not cured within the earlier of (i) thirty(30) days after written notice thereof is given by the Purchaser or the Seller, as applicable, and (ii) the Expiration Date; (c) by a Purchaser Notice or a Seller Notice, as the case may be, in the event the Closing Date shall has not have occurred on or prior to September 30April 15, 2015 2020 (the “End Expiration Date”)) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided, however, that neither party may terminate this Agreement pursuant if Closing shall not have occurred due to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure satisfy the proceeds of the Financing closing condition contained in an amount sufficient to consummate the transactions contemplated hereby Section 7.4 (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)Consents) or Section 6.2 (iiHSR Act) hereof, the Purchaser shall be entitled, but not obligated, to extend the Expiration Date for up to sixty (60) days upon written notice of such extension to the Seller, which notice shall specify a new Expiration Date, which shall then be the Expiration Date for all purposes under this Agreement; (d) by Purchaser Notice, if between the date hereof and the Closing, an event or condition occurs that has or is reasonably likely to have a Material Adverse Effect; and (e) by Purchaser Notice or Seller Notice in the event that any court or other Governmental Authority Body shall have issuedissued an order, enacted, entered, promulgated decree or enforced ruling or taken any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementAgreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, that the party seeking to terminate pursuant to this Section 9.01(b) so requesting termination shall have complied with used its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement thatcommercially reasonable efforts, in either caseaccordance with Section 5.18, (A) would result in the failure of a condition set forth in Section 8.03(a) to have such order, decree, ruling or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementother action vacated.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller the Company and Buyerthe Purchaser; (b) by either Seller the Company or Buyerthe Purchaser, if: (i) if the Closing Date shall not have occurred on or prior to September been consummated by April 30, 2015 (the “End Date”)2013 for any reason; provided, however, that neither party may the right to terminate this Agreement pursuant to under this Section 9.01 if 7.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such party is in date and such action or failure to act constitutes a material breach of this Agreement Agreement; (c) by either Company or the Purchaser, if a governmental entity shall have issued an order, decree or ruling or taken any other thanaction after the date hereof, in any case having the case effect of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; providedClosing, that the party seeking to terminate pursuant to this Section 9.01(b) which order, decree, ruling or other action shall have complied with its obligations, if any, under Section 6.04become final and non-appealable; (cd) by Sellerthe Company, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be upon a breach by Buyer of any representation, warranty, covenant or agreement on the part of Buyer the Purchaser set forth in this Agreement thatAgreement, or if any representation or warranty of the Purchaser shall have become untrue, in either case, (A) would result in case such that the failure of a condition conditions set forth in Section 8.03(a) 5.1 or Section 8.03(b) and (B) which is 5.2 would not curable or, if curable, is not cured upon the occurrence be satisfied as of the earlier time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Purchaser’s representations and warranties or breach by the Purchaser is curable by the Purchaser through the exercise of its commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 7.2(d) for thirty (130) the thirtieth (30th) day days after delivery of written notice thereof is given by Seller to Buyer and (2) from the day that is five (5) Business Days prior Company to the End Date; Purchaser of such breach, provided the Purchaser continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that Seller the Company may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or paragraph (d) if such breach or inaccuracy by Buyer, if: the Purchaser is cured during such thirty (i30) any of day period); (e) by the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be Purchaser upon a breach by Seller of any representation, warranty, covenant or agreement on the part of Seller the Company set forth in this Agreement thatAgreement, or if any representation or warranty of the Company shall have become untrue, in either case, (A) would result in case such that the failure of a condition conditions set forth in Section 8.02(a) 4.1 or Section 8.02(b) and (B) which is 4.2 would not curable or, if curable, is not cured upon the occurrence be satisfied as of the earlier time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Company’s representations and warranties or breach by the Company is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this Agreement under this Section 7.2(e) for thirty (130) the thirtieth (30th) day days after delivery of written notice thereof is given by Buyer to Seller and (2) from the day that is five (5) Business Days prior Purchaser to the End Date; Company of such breach, provided the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that Buyer the Purchaser may not terminate this Agreement pursuant to this Section 9.01(dparagraph (e) if Buyer such breach or inaccuracy by the Company is in material breach cured during such thirty (30)-day period); or (f) by the Purchaser, if a Material Adverse Effect has occurred prior to the Closing with respect to the Company; provided, that if such Material Adverse Effect is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this AgreementAgreement under this Section 7.2(f) for thirty (30) days after delivery of written notice from the Purchaser to the Company of such Material Adverse Effect, provided the Company continues to exercise commercially reasonable efforts to cure such Material Adverse Effect (it being understood that the Purchaser may not terminate this Agreement pursuant to this paragraph (f) if such Material Adverse Effect is cured during such thirty (30)-day period).

Termination Events. This Agreement may be terminated and terminated, before or after the transactions contemplated herein may Closing of any Funding, by a Funding Party (provided, that such termination will be abandoned, at any time prior effective with respect to the Closing:Company and such terminating Funding Party, but not with respect to the Company and any other Funding Party that has not terminated this Agreement): (a) by mutual written consent of Seller at any time after December 1, 2003 (the "Termination Date"); provided, that such Termination Date shall be extended to December 31, 2003 if (i) the Company has obtained the Stockholder Approval prior to December 1, 2003 and Buyer(ii) the Company has waived its rights under the Alternative Funding Letters; (b) by either Seller if a court of competent jurisdiction or Buyerother Governmental Entity shall have issued an order, if: decree or ruling (iwhich order, decree or ruling the parties shall use their reasonable best efforts to have lifted) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach taken other action permanently restraining or enjoining or otherwise prohibiting any of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay by the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court Transaction Agreements, and such order, decree, ruling or other Governmental Authority action shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04appealable; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a upon breach by Buyer of any representation, warranty, covenant or agreement on the part of Buyer the Company set forth in this Agreement thatAgreement, or if any representation or warranty of the Company shall have become untrue, in either case, (A) would result in the failure of a case such that any condition set forth in Section 8.03(a) 7.1 can not be satisfied on or Section 8.03(b) and before the Termination Date; (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(cd) if Seller is in material breach there shall have been a (i) Material Adverse Effect or (ii) failure by the Company to obtain the Stockholder Approval at the first meeting of stockholders held after the date of this Agreement; (e) if the Company shall have (i) changed its jurisdiction of incorporation; (ii) succeeded to all or any substantial part of the liabilities of any other entity; (iii) directly or indirectly, consolidated with or merged into any other person or permitted any other person to consolidate with or merge into it or engaged in any other corporate reorganization; (iv) sold, leased, conveyed, abandoned or otherwise disposed of all or substantially all or any substantial part of its assets in one transaction or a series of transactions; (v) engaged in a transaction or series of transactions (other than the Rights Offering, a Common Stock Investment or a Debt Investment) in which more than twenty percent (20%) of the voting power of the Company directly or indirectly may be issued, transferred or disposed of (including by exercise, exchange or conversion of derivative securities) to a person other than a Funding Party; (vi) incurred, assumed or guaranteed any indebtedness for borrowed money or incurred Encumbrances (other than pursuant to the Prior Note, Bridge Notes or any New Company Notes) in excess of $3 million; (vii) taken any action to effect or allow the dissolution, winding up or liquidation of the Company or the insolvency of, or the appointment of an assignee for the benefit of creditors of, or of a receiver for, the Company; (viii) filed a petition in bankruptcy or allowed such a petition to be filed against the Company or (ix) agreed or committed to do any of the foregoing; or (df) by Buyer, if: (i) if First Republic Bank or any direct or indirect assignee of any of its rights under the representations and warranties Prior Note or with respect to the indebtedness reflected in connection therewith has demanded payment pursuant to the Guaranty or if there has occurred any event of Seller contained in Article IV hereof shall fail to be true and correct default or (ii) there shall be a breach by Seller of any covenant the Company under the agreements or agreement of Seller instruments entered into in this Agreement thatconnection with such indebtedness (including, in either casewithout limitation, (A) would result in the failure of a condition set forth in Section 8.02(aPrior Note) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon there has occurred any event of default or breach by the occurrence of Company under the earlier of (1) agreements or instruments entered into in connection with the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementBridge Notes.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated terminated, and the transactions contemplated herein may be Contemplated Transactions abandoned, at any time prior to the Closingas follows: (a) by mutual Buyer if a material breach or material violation of any provision of this Agreement has been committed by Seller, which breach cannot be or has not been cured within thirty (30) days after written consent notice of such breach has been delivered to Seller and which breach has not been waived by Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in a material breach or material violation of any provision of this Agreement (other thanhas been committed by Buyer, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of which breach cannot be or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturnedcured within thirty (30) restraining, enjoining or otherwise prohibiting the transactions contemplated days after written notice of such breach has been delivered to Buyer and which breach has not been waived by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Seller; (c) by Seller, if: (i) Buyer if any of the representations and warranties of Buyer contained condition in Article V hereof shall fail to be true and correct or 7 has not been satisfied as of September 30, 2004 (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Buyer to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of comply with its obligations under this Agreement; or), and Buyer has not waived such condition on or before such date; (d) by Buyer, if: (i) Seller if any of the representations and warranties of Seller contained condition in Article IV hereof shall fail to be true and correct or 8 has not been satisfied as of September 30, 2004 (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in other than through the failure of a Seller to comply with its obligations under this Agreement), and Seller has not waived such condition set forth in Section 8.02(aon or before such date; (e) or Section 8.02(bby mutual written consent of Buyer and Seller; or (f) and (B) which is not curable or, if curable, is not cured upon the occurrence subject to each of the earlier of (1) Parties having complied with its obligations under Section 12.1, by either Seller or Buyer if any Governmental Body shall have issued an Order or taken any other action that permanently restrains, enjoins or otherwise prohibits the thirtieth (30th) day after written notice thereof is given acquisition by Buyer to Seller of the Assets, the RSI Stock, the Business and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementRSI, and such Order or other action shall have become final and non-appealable.

Termination Events. This Agreement may may, by written notice given prior to or at the Closing, be terminated terminated: 11.1.1 By mutual consent of the Acquiror and the Shareholders (acting jointly); 11.1.2 By the Acquiror, if any of the conditions in Section 9 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 the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholders (acting jointly), if any of the conditions in Section 10 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 any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 By either the Acquiror or the Shareholders (acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby; 11.1.4 By the Acquiror, at any time if, prior to the Closing: (a) by mutual written consent Closing Date, the Company or any Shareholder is in material breach of Seller any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 11.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.5 By the Shareholders (other than, in the case of Buyer’s right under this Section 9.01(bacting jointly), a failure by Buyer if, prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient to consummate date of notice of default served by the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s Shareholders claiming such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c11.1.6 shall not be available to the Shareholders (acting jointly) if Seller any Shareholder is in material breach of this Agreement; or (d) by Buyer, if: (i) any Agreement at the time notice of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which termination is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementdelivered.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time prior to the Closing: , be terminated (ai) by mutual written consent Purchaser, if a breach of any provision of this Agreement has been committed by Seller and such breach has not been waived, in writing, by Purchaser or cured by Seller within thirty (30) days of notice by Purchaser to Seller of such breach; (ii) by Seller, if a breach of any provision of this Agreement has been committed by Purchaser and such breach has not been waived, in writing, by Seller or cured by Purchaser within thirty (30) days of notice by Seller to Purchaser of such breach; (iii) by Purchaser, if any of the conditions in Section 6.2 has not been satisfied on or before July 31, 2006, or if satisfaction of such a condition by such date 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 Date; (iv) by Seller, if any of the conditions in Section 6.3 has not been satisfied on or before July 31, 2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their respective obligations under this Agreement) and Buyer; Seller has not waived such condition on or before the Closing Date; (bv) by either the Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 Purchaser if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority authority shall have issuedissued an order, enacteddecree or ruling or taken any other action permanently enjoining, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining restraining or otherwise prohibiting the transactions contemplated by this Agreement; providedAgreement and such order, that the party seeking to terminate pursuant to this Section 9.01(b) decree, ruling or other action shall have complied with its obligations, if any, under Section 6.04; become final and nonappealable; or (cvi) by mutual written consent of Purchaser and Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This By notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingas follows: (a) by mutual written consent Buyer if a material Breach of any provision of this Agreement has been committed by Seller and such Breach has not been waived by Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in a material breach Breach of any provision of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure has been committed by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that such Breach has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated waived by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Seller; (c) by Seller, if: (i) Buyer if any of condition precedent for the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement benefit of Buyer in this Agreement that, Section 2.7(a) and in either case, Article VI has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (A) would result in other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date; (d) by Seller if any condition precedent for the benefit of Seller in Section 2.7(b) or in Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition set forth in Section 8.03(aby such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), and Seller has not waived such condition on or before such date; (e) or Section 8.03(b) and (B) which is not curable or, by Buyer if curable, is not cured upon the occurrence as a result of Buyer’s communications with key clients of the earlier Business or otherwise, certain key clients have indicated their intention not to do business with Buyer as successor of Seller in the operation of the Business, in such a manner which would have a Material Adverse Effect; (1f) the thirtieth (30th) day after written notice thereof is given by Seller to mutual consent of Buyer and Seller; (2g) by Buyer if the day that is five Closing has not occurred within ten (510) Business Days prior to days following the End Date; provided that Seller may not terminate date of this Agreement pursuant to this Section 9.01(c) if Seller or such later date as the parties may agree upon, unless the Buyer is in material breach Breach of this Agreement; or (dh) by Buyer, if: Seller if the Closing has not occurred within ten (i10) any days following the date of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thator such later date as the parties may agree upon, in either case, (A) would result in unless the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach Breach of this Agreement.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe parties hereto; (b) by either Seller Buyer or BuyerSeller, by written notice to the other if: : (i) the Closing Date shall not have occurred been consummated on or prior to September 30before 5:00 p.m., 2015 (Chicago time on the “End Termination Date”), unless extended by written agreement of the Parties hereto; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 11.1(b) shall not be available to any Party whose failure by Buyer to perform or comply with any of its obligation to consummate obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or occur by such date; or (ii) any court or other Governmental Authority shall have enacted, promulgated, issued, enacted, entered, promulgated entered or enforced (A) any Law prohibiting the Transactions or Governmental Order making them illegal, (that is B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;nonappealable. (c) by Seller, if: Buyer: (i) if any of the representations and warranties conditions set forth in Sections 7.1 shall have become incapable of Buyer contained in Article V hereof shall fail to be true and correct or fulfillment; (ii) there shall be a breach by Buyer if all of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Article VII shall have been satisfied and the Seller shall not have made all of the deliveries required by Sections 9.3 or 9.4 on or before ten (10) days following the date designated for Closing pursuant to Section 8.03(a9.1; or (iii) or if the Supplemental Information disclosed by Seller pursuant to Section 8.03(b) 6.12 demonstrates that a Material Adverse Effect has occurred and (B) which is not curable or, if curable, is not capable of being cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Termination Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or. (d) by Buyer, if: Seller: (i) if any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.02(a7.2 shall have become incapable of fulfillment; (ii) or Section 8.02(b) if all of the conditions set forth in Article VII shall have been satisfied and (Bi) which is the Buying Parties shall not curable or, if curable, is not cured upon the occurrence have made all of the earlier of deliveries required by Sections 9.2 or 9.4 on or before ten (110) days following the thirtieth date designated for Closing pursuant to Section 9.1; or (30thiii) day after written notice thereof is given by Buyer to Seller and within two (2) the day that is five (5) Business Days prior (but not thereafter) following the date its board of directors authorizes Seller to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementnegotiate and execute a definitive acquisition agreement providing for a Superior Proposal.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller BreitBurn and BuyerQuicksilver; (b) by either Seller BreitBurn or BuyerQuicksilver if Closing has not occurred by the close of business on December 31, if: 2007 (i) provided the Closing Date shall not have occurred on or prior Party seeking to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is not in material breach default of this Agreement (other thanany of its representations, in the case of Buyer’s right warranties, covenants or agreements under this Section 9.01(bAgreement), a failure by Buyer provided, however, that such date shall be extended to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing accommodate any cure period specified in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)8.1(d) or (ii) any court or other Governmental Authority shall have issuedSection 8.1(e), enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04as applicable; (c) by SellerQuicksilver or BreitBurn, if: upon written notice to the other Party, in the event that the sum of (i) any the downward adjustments to the Initial Consideration for Title Defects in accordance with the provisions of Section 6.12, in the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or aggregate, plus (ii) there the downward adjustments to the Initial Consideration on account for Environmental Defects in accordance with the provisions of Section 6.14 equals or exceeds $145,000,000; provided, however, that if BreitBurn and Quicksilver have not agreed upon the aforesaid downward adjustment in the Initial Consideration attributable to any Title Defect or Environmental Defect, then the downward adjustment asserted by BreitBurn for such Title Defect or Environmental Defect shall be a breach used only for purposes of determining Quicksilver’s right to terminate under this clause (c); (d) by Buyer BreitBurn, if Quicksilver shall have breached or failed to perform in any material respect any of any covenant its representations, warranties, covenants or agreement of Buyer other agreements contained in this Agreement thatAgreement, in either case, (A) which breach or failure to perform would result in give rise to the failure of a condition set forth in Section 8.03(a7.3; provided, however, that the breaching Party shall first be entitled to ten (10) or Section 8.03(bdays’ notice and the opportunity to cure and provided furthermore that the Party seeking to so terminate not be in breach at such time; (e) and (B) which is not curable orby Quicksilver, if curableBreitBurn shall have breached or failed to perform in any material respect any of its representations, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is warranties, covenants or other agreements contained in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail which breach or failure to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) perform would result in give rise to the failure of a condition set forth in Section 8.02(a7.2; provided, however, that the breaching Party shall first be entitled to ten (10) days’ notice and the opportunity to cure and provided furthermore that the Party seeking to so terminate not be in breach at such time; or (f) by either BreitBurn or Section 8.02(b) Quicksilver if any Law or Order or rule becomes final and (B) which is not curable oreffective, if curable, is not cured upon prohibiting or making illegal the occurrence consummation of the earlier of (1) the thirtieth (30th) day after written notice thereof is given transactions contemplated by Buyer to Seller and (2) the day that is five (5) Business Days prior this Agreement, upon notification to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementnon-terminating Party by the terminating Party.

Termination Events. This Agreement may be terminated and by delivery of a written notice to each of the transactions contemplated herein may be abandoned, at any time prior to the Closingother parties hereto as follows: (a) by Globalstar, Loral and the Informal Noteholders Committee (as a group), upon mutual written consent agreement of Seller Globalstar and Buyerall Parties in Interest prior to entry of the Confirmation Order; (b) by either Seller Globalstar, Loral or Buyerthe Informal Noteholders Committee (as a group), if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in upon material breach of this Agreement (by any other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04hereto; (c) by SellerGlobalstar, if: Loral or the Informal Noteholders Committee (i) any as a group), upon the taking of an action materially inconsistent with this Agreement or the terms and conditions of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach MOU by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement party hereto pursuant to this Section 9.01(c2(c) if Seller is in material breach of this Agreement; or; (d) by BuyerGlobalstar, Loral or the Informal Noteholders Committee (as a group), upon entry of an order by the Bankruptcy Court confirming any plan for Globalstar other than the Proposed Plan; (e) by Globalstar, Loral or the Informal Noteholders Committee (as a group), if holders of more than 20% in the aggregate principal amount, on a per issue basis, of the Senior Notes that are not members of the Informal Noteholders Committee shall take actions which are materially adverse to the obligations hereunder of the respective members of the Informal Noteholders Committee; (f) by Globalstar, Loral or the Informal Noteholders Committee (as a group), if there shall be any material amendment of, supplement to, modification to, or severance of any provision of, the Proposed Plan which is materially inconsistent with the terms and conditions of the MOU (including, without limitation, a material amendment of, supplement to, modification to, or severance of, the release and indemnification provisions of the MOU), except if any such material amendment of, supplement to, modification to, or severance of any provision of, the Proposed Plan is consented to by all parties hereto; (g) by Loral or the Informal Noteholders Committee (as a group), if: : (i) any of Globalstar has not commenced the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct Chapter 11 Cases on or before February 15, 2002 (the "Commencement Date"); (ii) there the Proposed Plan and the related disclosure statement (the "Disclosure Statement") shall be a breach not have been filed by Seller the Proponents pursuant to sections 1121 and 1125 of any covenant or agreement the Bankruptcy Code and Federal Rule of Seller in this Agreement that, in either case, Bankruptcy Procedure 3016 within 60 days of the Commencement Date; (iii) the Disclosure Statement shall not have been approved by the Bankruptcy Court within the earlier of (A) would result in 60 days after the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) date the Disclosure Statement is filed, and (B) which is 120 days after the Commencement Date, but in no event shall the Disclosure Statement be approved by the Bankruptcy Court prior to the expiration of the Diligence Period; (iv) the Confirmation Order shall not curable or, if curable, is not cured upon the occurrence of have been entered within the earlier of (1A) 75 days after the date the Disclosure Statement is approved, and (B) 195 days after the Commencement Date; and (v) the thirtieth Proposed Plan shall not have become effective as defined in the Proposed Plan within the earlier of (30thA) day 60 days after written notice thereof is given by Buyer to Seller the date of the Confirmation Order, and (2B) 255 days after the day that is five Commencement Date. (5h) Business Days prior by the Informal Noteholders Committee (as a group) pursuant to the End Dateterms of Section 3 hereof; provided that Buyer may not terminate this Agreement and (i) by Loral or the Informal Noteholders Committee (as a group) pursuant to this the terms of Section 9.01(d) if Buyer is in material breach of this Agreement4 hereof.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the ClosingClosing Date, whether before or after the Surviving Company Shareholder Approval and Seller Shareholder have been obtained: (a) by mutual written consent of Seller and Buyerthe Surviving Company; (b) by either Seller or Buyer, if: the Surviving Company: (i) if, upon a vote at a duly held Surviving Company Shareholders Meeting or any adjournment thereof at which the Closing Date Surviving Company Shareholder Approval shall have been voted upon, the Surviving Company Shareholder Approval shall not have occurred been obtained; (ii) if, upon a vote at a duly held Seller Shareholders Meeting or any adjournment thereof at which Seller Shareholder Approval shall have been voted upon, Seller Shareholder Approval shall not have been obtained; (iii) if the Sale shall not have been consummated on or prior before December 31, 1999, unless the failure to September 30, 2015 (consummate the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party Sale is in the result of a material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(bAgreement; (iv) if any Governmental Entity shall have complied with its obligationsissued an order, if anyinjunction, under Section 6.04;decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Sale and such order, injunction, decree, ruling or other action shall have become final and nonappealable; or (v) in the event of a material breach by the other party of any representation, warranty, covenant or other agreement contained in this Agreement that cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach (a "Material Breach") (provided that the terminating party is not then in Material Breach of any representation, warranty, covenant or other agreement contained in this Agreement); or (c) by Seller, if: (i) the Surviving Company in the event of any material breach by any Principal Seller Shareholder of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence terms of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Shareholders' Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Purchase may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller Sellers and BuyerPurchaser; (b) by either Seller Sellers or BuyerPurchaser, if: : (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b9.1(b)(i) shall have complied with its obligations, if any, under Section 6.046.3; or (ii) the Closing Date shall not have occurred on or prior to the date that is forty-five (45) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; (c) by SellerSellers, if: (i) any of the representations and warranties of Buyer Purchaser contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer Purchaser of any covenant or agreement of Buyer Purchaser in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a7.3(a) or Section 8.03(b7.3(b) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Sellers to Buyer Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Seller Sellers may not terminate this Agreement pursuant to this Section 9.01(c9.1(c) if Seller Sellers is in material breach of this Agreement; or (d) by BuyerPurchaser, if: (i) any of the representations and warranties of any Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Seller Sellers or Parent in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a7.2(a) or Section 8.02(b7.2(b) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer Purchaser to Seller Sellers or Parent and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Buyer Purchaser may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) if Buyer Purchaser is in material breach of this Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: 12.1.1 by mutual consent of the Acquiror, the Acquiror Stockholder and the Shareholder (acting jointly); 12.1.2 by the Acquiror, if any of the conditions in Section 10 have 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 the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the conditions in Section 11 have 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 the Shareholder and/or any member of CMN Management to comply with its obligations under this Agreement) and the Shareholder has not waived such condition on or before the Closing Date; 12.1.3 by the Acquiror or the Shareholder, if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or the Shareholder (in the event it seeks to terminate this Agreement) to comply with their respective obligations under this Agreement, forty-five (45) days after the final mailing of the Schedule 14(f) Filing to the stockholders of the Acquiror (which mailing shall occur within five (5) Business Days after the end of the SEC review period of the Schedule 14(f) Filing),or such later date as the parties may be terminated and agree upon ( the “Outside Date”); 12.1.4 by the Acquiror, if there shall have been entered a final, nonappealable order or injunction of any PRC Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby or the Company or the Shareholder has not received all required PRC government approvals by September 30, at any time 2005 required to consummate the transaction contemplated by this agreement; 12.1.5 by the Acquiror, if, prior to the Closing: (a) by mutual written consent Closing Date, the Company, the Shareholder or any member of Seller CMN Management is in material breach of any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 12.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement (other thanat the time notice of termination is delivered; 12.1.6 by the Company or the Shareholder, in the case of Buyer’s right under this Section 9.01(b)if, a failure by Buyer prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror or the Acquiror Stockholder is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient date of notice of default served by the Company, or the Shareholder claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s cure such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) 12.1.6 shall not be available if Seller the Company, the Shareholder or any member of CMN Management to is in material breach of this AgreementAgreement at the time notice of termination is delivered; or 12.1.7 by the Company or the Shareholder (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable oracting jointly), if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) , the Company approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Company or the Company Subsidiaries or any capital stock or any material portion of the assets of the Company or any Company Subsidiary, or any combination of the foregoing (an “Acquisition Transaction”), except as required by the Restructuring. 12.1.8 by the Acquiror, if, in its sole discretion, the results of the Company’s corporate and financial due diligence are unsatisfactory. 12.1.9 by the Acquiror if Buyer the Actual HK Net Profit is in material breach of this Agreementat or below RMB6 million.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller the Purchaser and Buyerthe Seller; (b) by either Seller or Buyer, if: (i) the Purchaser if the Closing Date shall has not have occurred taken place on or prior to September before the date that is thirty (30, 2015 () days following the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach date of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a any failure to secure on the proceeds part of the Financing in an amount sufficient Purchaser to consummate comply with or perform its covenants and obligations under this Agreement); (c) by the transactions contemplated hereby Seller if the Closing has not taken place on or before the date that is thirty (30) days following the date of this Agreement (other than as a Financing Failure Event arising out result of or related to Buyer’s breach) in which case Buyer shall pay any failure on the part of the Seller Termination Fee to comply with or perform any covenant or obligation set forth in accordance with Section 9.02(bthis Agreement); (d) by either the Purchaser or (ii) any the Seller if a court of competent jurisdiction or other Governmental Authority Body shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable order, withdrawn decree or overturned) ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated Transactions; (e) by the Purchaser if any of the Seller’s representations and warranties contained in this AgreementAgreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the Seller’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller Purchaser may not terminate this Agreement pursuant to under this Section 9.01(c7.1(e) if Seller is on account of an inaccuracy in material the Seller’s representations and warranties, or on account of a breach of this Agreementa covenant by the Seller, unless: (i) such inaccuracy or breach would cause the conditions in Sections 5.1 or 5.2 not to be satisfied; and (ii) such inaccuracy or breach (if curable) is not cured by the Seller within 30 calendar days after receiving written notice from the Purchaser of such inaccuracy or breach; or (df) by Buyerthe Seller if any of the Purchaser’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), ifor if any of the Purchaser’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that neither the Seller may terminate this Agreement under this Section 7.1(f) on account of an inaccuracy in the Purchaser’s representations and warranties or on account of a breach of a covenant by the Purchaser unless: (i) any of such inaccuracy or breach would cause the representations and warranties of Seller contained conditions in Article IV hereof shall fail Section 6.1 or 6.2 not to be true satisfied; and correct or (ii) there shall be a such inaccuracy or breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, ) is not cured upon by the occurrence of the earlier of (1) the thirtieth (30th) day Purchaser within 30 calendar days after receiving written notice thereof is given by Buyer to from the Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsuch inaccuracy or breach.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated terminated: 11.1.1 by mutual consent of the Acquiror and the Shareholders (acting jointly); 11.1.2 by the Acquiror, if any of the conditions in Section 9 have 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 the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholders (acting jointly), if any of the conditions in Section 10 have 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 any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 [Intentionally Omitted]; 11.1.4 by either the Acquiror or the Shareholders (acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby; 11.1.5 by the Acquiror, at any time if, prior to the Closing: (a) by mutual written consent Closing Date, the Company or any Shareholder is in material breach of Seller any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 11.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.6 by the Shareholders (other than, in the case of Buyer’s right under this Section 9.01(bacting jointly), a failure by Buyer if, prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient date of notice of default served by the Shareholders claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s cure such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c11.1.6 shall not be available to the Shareholders (acting jointly) if Seller any Shareholder is in material breach of this Agreement; or (d) by Buyer, if: (i) any Agreement at the time notice of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which termination is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementdelivered.

Termination Events. This Agreement may be terminated and The occurrence of any of the transactions contemplated herein may be abandoned, at any time prior to the Closingfollowing events or conditions shall constitute a “Termination Event” hereunder: (a) by mutual written consent The Company shall fail for any reason to make any payment to Nextelligence when required pursuant to the provisions of Seller Section 4.1 and Buyersuch failure shall not have been cured within three days thereafter; (b) by either Seller Except as otherwise providedin Section 7.2(a), the Company shall fail to perform or Buyer, if: (i) the Closing Date shall not have occurred on breach or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate default in any of its obligations under this Agreement pursuant to this Section 9.01 if and such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds perform, breach or default is not cured within sixty days after receipt of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04notice from Nextelligence; (c) by Seller, if: The Company shall (i) any of the representations and warranties of Buyer contained admit in Article V hereof shall fail writing its inability to be true and correct or pay its debts generally as they become due, (ii) there shall be file a breach by Buyer voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of any covenant or agreement debtors, including without limitation the Bankruptcy Code of Buyer in this Agreement that1978, in either caseas amended, (Aiii) would result in make any assignment for the failure benefit of a condition set forth in Section 8.03(aits creditors or (iv) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orenter into any composition agreement; (d) by BuyerAn involuntary petition shall be filed against the Company under any bankruptcy, if: insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, which involuntary petition is not dismissed within ninety days after the date of the filing thereof; (e) Any court of competent jurisdiction shall find that the Company is insolvent or bankrupt; (f) A receiver or trustee shall be appointed for the Company or for all or a substantial portion of the assets and properties of a party; (g) A final judgment shall be entered against the Company which is not satisfied or bonded in full within sixty days after the date of the entry thereof; (h) All or a substantial portion of the assets and properties of the Company shall be levied upon, seized or attached; (i) any All or a substantial portion of the representations assets and warranties properties of Seller contained in Article IV hereof the Company shall be lost, stolen, damaged or destroyed; (j) The Company shall fail to be true perform or breach or default in any of its obligations under the Warrants and correct such failure to perform, breach or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, default is not cured upon the occurrence within three days after receipt of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Datefrom Nextelligence; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.or

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent either the Buyer or the Selling Parties if a material Breach of Seller any provision of this Agreement has been committed by any other Party and Buyersuch Breach has not been waived; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 Buyer if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds any of the Financing conditions in an amount sufficient to consummate Section 6.1 has not been satisfied as of the transactions contemplated hereby Outside Date or if satisfaction of such a condition is or becomes impossible (other than a Financing Failure Event arising out through the failure of or related the Buyer to Buyer’s breachcomply with its obligations under this Agreement) in which case and the Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn waived such condition on or overturned) restraining, enjoining or otherwise prohibiting before the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Outside Date; (c) by Sellerthe Selling Parties, if: (i) if any of the representations and warranties conditions in Section 6.2 has not been satisfied as of Buyer contained in Article V hereof shall fail to be true and correct the Outside Date or if satisfaction of such a condition is or becomes impossible (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(bany Selling Party to comply with its obligations under this Agreement) and (B) which is the Selling Parties have not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Outside Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or; (d) by the Buyer, if: if the FTC, Antitrust Division or any other Governmental Authority requires the submission of additional information or documentary material (second request), pursuant to the provisions of the XXX Xxx (xxxxxxxxx 00 X.X.X. §00X(x)) or any other applicable Antitrust Laws; (e) by the Selling Parties, if (i) any the conditions set forth in Sections 6.1 and 6.2 (other than those that require deliveries or are tested at the time of Closing, which conditions could be satisfied if the representations and warranties Closing had occurred at the time of Seller contained such termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article IV hereof shall fail to be true and correct or VIII, (ii) there shall be a breach by Seller of any covenant or agreement of Seller the Selling Parties have irrevocably certified in this Agreement thatwriting that they are ready, in either casewilling and able to consummate the Closing, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1iii) the thirtieth (30th) day after written notice thereof is given by Buyer fails to Seller and consummate the Contemplated Transactions within two (2) the day that is five (5) Business Days prior following receipt of written notice from the Selling Parties as to the End Datesatisfaction of such conditions and the Selling Parties’ willingness to consummate the Closing; provided that or (f) by mutual written consent of the Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementand the Selling Parties.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: 11.1.1. by mutual consent of the Acquiror and the Company; 11.1.2. by the Acquiror, if any of the conditions in Section 9 have 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 the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Company, if any of the conditions in Section 10 have 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 the Company or any Shareholder to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; 11.1.3. by the Acquiror or the Company, if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or other than due to the failure of the Company or any Shareholder (in the case the Company seeks to terminate this Agreement) 60 days after the final mailing of the Acquiror Proxy to the stockholders of the Acquiror (or such later date as the parties may be terminated and agree upon, the "Outside Date"); 11.1.4. by either the Acquiror or the Company, if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby; 11.1.5. by the Acquiror, at any time if, prior to the Closing: (a) by mutual written consent Closing Date, the Company or any Shareholder is in material breach of Seller any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 11.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement (other thanat the time notice of termination is delivered; 11.1.6. by the Company, in the case of Buyer’s right under this Section 9.01(b)if, a failure by Buyer prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient date of notice of default served by the Company claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s cure such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) 11.1.6 shall not be available to the Company if Seller the Company or any Shareholder is in material breach of this AgreementAgreement at the time notice of termination is delivered; or (d) 11.1.7. by Buyerthe Acquiror, if: , prior to the Closing Date, the Acquiror Board approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Acquiror or the Acquiror Subsidiaries or any capital stock or any material portion of the assets of the Acquiror or any Acquiror Subsidiary, or any combination of the foregoing (an "Acquisition Transaction"); provided that a majority of the members of the Acquiror Board have determined in good faith and on reasonable basis, after consultation with outside counsel and advisors, that (i) any such Acquisition Transaction is more favorable from a financial point of view to the representations Acquiror's stockholders than the transactions contemplated by this Agreement and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be failure to take such action would constitute a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier fiduciary duties of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementAcquiror Board under applicable Law.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of Seller the Purchaser and BuyerConvaTec; (b) by either Seller or Buyer, if: the Purchaser (i) so long as the Closing Date shall Purchaser is not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is then in material breach of any of its representations, warranties or covenants contained in this Agreement (other thanAgreement) if there has been a breach of any of the Sellers’ representations, warranties or covenants contained in this Agreement, which would result in the case failure of Buyer’s right under this a condition set forth in Section 9.01(b6.1(a) or Section 6.1(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in and which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that breach has not been vacatedcured within 15 days after written notice of the breach has been delivered to the Sellers from the Purchaser; (c) by ConvaTec (so long as the Sellers are not then in material breach of any of their representations, withdrawn warranties or overturnedcovenants contained in this Agreement) if there has been a breach of any of the Purchaser’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 within 15 days after written notice of the breach has been delivered to the Purchaser from ConvaTec; (d) by either the Purchaser or ConvaTec 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; provided, however, that the party seeking right to terminate pursuant to this Agreement under this Section 9.01(b7.1(d) shall have complied with its obligations, if any, 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 6.047.1(d) occurring; (ce) by Seller, if: the Purchaser if the Closing has not occurred (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Purchaser to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of comply fully with its obligations under this Agreement) on or before September 30, 2012; or (df) by Buyer, if: ConvaTec if the Closing has not occurred (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer Sellers to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with their obligations under this Agreement) on or before September 30, 2012.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedterminated, at any time by notice given prior to or at the Closing: (a) by mutual either Buyer or the Acquired Companies if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived, (or, if such Breach is subject to cure, if such Breach has not been cured) within 10 Business Days after the date of written consent notice of Seller and Buyer;such Breach from the other party. (b) by either Seller or Buyer, Buyer if: : (i) any condition in Section 7.1 or 7.2 has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out through the failure of the Buyer to comply with its obligations under this Agreement), (ii) on or before February 28, 2007, the Acquired Companies have not delivered the audited consolidated balance sheets of Clayco as at December 31, 2005 and the related to Buyer’s breach) audited consolidated statements of income, changes in which case Buyer shall pay shareholders’ equity, and cash flow for the Seller Termination Fee fiscal years then ended, together with the unqualified report thereon of KPMG, independent certified public accountants, in accordance with GAAP, (iii) the Market Price is less than $24.00 or greater than $36.00, (iv) the Audit Adjustment is more than $150,000, (v) the Acquired Companies fail to deliver timely notice that they are willing to cause the Title Objections to be removed or cured or fail to remove or cure the Title Objections prior to the Closing, or (vi) satisfaction of any condition in Section 9.02(b)7.1 or 7.2 is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that Buyer has not been vacated, withdrawn waived such condition on or overturned) restraining, enjoining or otherwise prohibiting before the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Closing Date; (c) by Seller, if: the Acquired Companies if (i) the Market Price is less than $24.00 or more than $36.00, (ii) any condition in Section 7.1 or 7.3 has not been satisfied as of the Closing Date (other than through the failure of any of the representations and warranties of Buyer contained in Article V hereof shall fail Acquired Companies to be true and correct comply with its or their obligations under this Agreement), or (iiiii) there shall be satisfaction of such a breach by Buyer of any covenant condition is or agreement of Buyer in this Agreement that, in either case, becomes impossible (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(bany Acquired Company to comply with its obligations under this Agreement) and (B) which is the Acquired Companies have not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or; (d) by Buyer, if: mutual consent of Buyer and the Acquired Companies; or (ie) any of by either Buyer or the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or Acquired Companies if the Closing has not occurred (ii) there shall be a breach by Seller other than through the failure of any covenant or agreement of Seller in party seeking to terminate this Agreement thatto comply fully with its obligations under this Agreement) on or before March 31, in either case2007, (Aor such later date as the parties may agree upon; provided that the right to terminate this Agreement under this Section 8.1(e) would result shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach Breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Purchase may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller Sellers and BuyerPurchaser; (b) by either Seller Sellers or BuyerPurchaser, if: : (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b9.1(b)(i) shall have complied with its obligations, if any, under Section 6.046.3; or (ii) the Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; (c) by SellerSellers, if: (i) any of the representations and warranties of Buyer Purchaser contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer Purchaser of any covenant or agreement of Buyer Purchaser in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a) 7.3(a), Section 7.3(b), or Section 8.03(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is given by Seller Sellers to Buyer Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Seller Sellers may not terminate this Agreement pursuant to this Section 9.01(c9.1(c) if any Seller is in material breach of this Agreement; or (d) by BuyerPurchaser, if: (i) any of the representations and warranties of any Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Seller Sellers in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a7.2(a), Section 7.2(b) or Section 8.02(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is given by Buyer Purchaser to Seller Sellers and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Buyer Purchaser may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) if Buyer Purchaser is in material breach of this Agreement.

Termination Events. (a) This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (ai) by mutual written consent of Seller the Purchaser and Buyerthe Stockholders’ Representative; (bii) by either Seller written notice from the Purchaser to the Stockholders’ Representative, if there has been a breach of any representation, warranty, covenant or Buyeragreement by the Company or the Stockholders, if: or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Sections 6.1 or 6.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (iA) 10 days after written notice thereof is given by the Purchaser to the Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Sections 7.1 or 7.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) 10 days after written notice thereof is given by the Stockholders’ Representative to the Purchaser, and (B) the Expiration Date; (iv) by written notice from the Purchaser to the Stockholders’ Representative under the circumstances described in Section 5.13; or (v) by written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Stockholders’ Representative, as the case may be, in the event the Closing Date shall has not have occurred on or prior to September 30, 2015 (the “End Expiration Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby () for any reason other than a Financing Failure Event arising out delay or nonperformance of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated breach by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsuch termination.

Termination Events. This Agreement Without limiting any other provision of this agreement: (a) either party (non-defaulting party) may terminate this agreement by notice in writing to the other party: (i) if the Sunset Date has passed before the Transaction has been implemented (other than as a result of a breach by the terminating party of its obligations under this agreement); (ii) if each of the following has occurred: (A) the other party (defaulting party) is in breach of a material provision of this agreement (other than for breach of a representation or warranty in clauses 1 or 2 of Schedule 3) at any time prior to 8.00am on the Second Court Date; (B) the non-defaulting party has given notice to the defaulting party setting out the relevant circumstances of the breach and stating an intention to terminate the agreement; and (C) the relevant circumstances have continued to exist five Business Days (or any shorter period ending at 8.00am on the Second Court Date) from the time the notice in clause 8.1(a)(ii)(B) is given; (iii) if the required majorities of Papillon Shareholders do not approve the Scheme at the Scheme Meeting; (iv) if the required majority of B2Gold Shareholders do not approve the B2Gold Resolutions; (v) if a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the Transaction and that order, decree, ruling or other action has become final and cannot be terminated appealed; or (vi) in accordance with clause 3.8(b); or (b) B2Gold may terminate this agreement by notice in writing to Papillon if at any time prior to 8:00am on the Second Court Date: (i) Papillon breaches any representation or warranty in clause 1 of Schedule 3 and: (A) the breach: (I) cannot be remedied by subsequent action on the part of Papillon before 8.00am on the Second Court Date; and (II) was of a kind that, had it been disclosed to B2Gold prior to its entry into this agreement, could reasonably be expected to have resulted in B2Gold either not entering into this agreement or entering into it on materially different terms; or (B) the breach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a Papillon Material Adverse Event; (ii) a Papillon Director fails to recommend the Scheme or the Transaction or makes or withdraws his recommendation that Papillon Shareholders vote in favour of the Scheme or makes a public statement indicating that he or she no longer supports the Scheme; (iii) a Papillon Prescribed Occurrence occurs prior to 8:00am on the Second Court Date; (iv) the Papillon Board recommends a Superior Offer for Papillon; or (v) a Competing Proposal for Papillon is announced, made, or becomes open for acceptance and, pursuant to that Competing Proposal for Papillon, the bidder for Papillon acquires voting power (within the meaning of section 610 of the Corporations Act) of 50% or more of Papillon and that Competing Proposal for Papillon is (or has become) free from any defeating conditions. (c) Papillon may terminate this agreement by notice in writing to B2Gold if: (i) at any time prior to 8.00am on the transactions contemplated herein may Second Court Date, B2Gold breaches any representation or warranty in clause 2 of Schedule 3 and: (A) the breach: 1. cannot be abandonedremedied by subsequent action on the part of B2Gold before 8.00am on the Second Court Date; and 2. was of a kind that, had it been disclosed to Papillon prior to its entry into this agreement, could reasonably be expected to have resulted in Papillon either not entering into this agreement or entering into it on materially different terms; or (B) the breach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a B2Gold Material Adverse Event; (ii) at any time prior to the Closing: (a) by mutual written consent date of Seller and Buyerthe Scheme Meeting, a majority of the Papillon Directors have changed, withdrawn or modified their recommendation in accordance with clause 5.6(a)(ii)(B); (biii) by either Seller a B2Gold Director fails to recommend the B2Gold Resolutions or Buyer, if: (i) the Closing Date shall not have occurred on Transaction or prior to September 30, 2015 (the “End Date”); provided, makes or withdraws his recommendation that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is B2Gold Shareholders vote in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds favour of the Financing in an amount sufficient to consummate B2Gold Resolutions or makes a public statement indicating that he or she no longer supports the transactions contemplated hereby (other than a Financing Failure Event arising out of B2Gold Resolutions or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Transaction; (civ) by Seller, if: (i) any of in order to permit the representations and warranties of Buyer contained in Article V hereof shall fail Papillon Board to be true and correct or (ii) there shall be recommend a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementSuperior Offer; or (dv) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days B2Gold Prescribed Occurrence occurs prior to 8:00am on the End Second Court Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) This Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the occurrence of any of the following (each, an “Automatic Termination Event”): (i) the Expiration Date; (ii) the RSA is terminated according to its terms; (iii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; (iv) by the mutual written consent of Seller the Company and Buyer;the Requisite Noteholders; 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 either Seller or BuyerThe Requisite Noteholders, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other thanor, in the case of Buyer’s right under this Section 9.01(bclauses (i), (iii) and (viii) below, the Deferring Noteholders that are holders of at least 40% of the aggregate principal amount of the Notes held by the Deferring Noteholders, shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Deferring Noteholder Termination Event”): (i) the board of directors of the Company does not unconditionally approve this Agreement on or before August 8, 2019; (ii) DTC has not received from DTC participants effective instructions to suppress the Deferred Interest Payments with respect to at least 80% of the aggregate principal amount of the Notes on or before August 15, 2019; (iii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and the issuance of the preferred shares contemplated thereby in accordance with applicable law and the Company’s estatuto social on or before September 16, 2019; (iv) a breach by Company of any of its agreements, covenants, representations or warranties in this Agreement; (v) the occurrence of an Event of Default pursuant to the terms of the Indenture, other than an Event of Default related to the Payment Deferral; (vi) the RSA is not entered into by the Company as of the date of this Agreement; (vii) the breach by the Company of the RSA; (viii) (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 (as such term is defined in the RSA) 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 Deferring 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; (ix) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of any of the Class A Preferred Offering, the Class B Exchange Offer, the Preemptive Rights Offerings or the Consent Solicitation beyond the Expiration Date; (x) the Company publicly announces its intention not to comply with the terms of this Agreement; (xi) one or more judgments or orders for the payment of money exceeding in the aggregate US$1.0 million (or its equivalent in other currencies) is rendered against the Company by a judicial Authority and any such judgments or decrees are not satisfied, vacated, discharged or stayed or bonded pending appeal within 30 days after the entry thereof; (xii) any administrative or judicial Authority imposes or executes an embargo or similar proceedings against the Company’s assets for an amount in excess of US$1.0 million (or its equivalent in other currencies) and it is not vacated or stayed during the following 30 days; (xiii) the Company or any of its Subsidiaries fails to pay any Indebtedness or breaches any of its obligations under any agreement pursuant to which any of the Company’s or any Subsidiary of the Company’s outstanding Indebtedness was incurred for an amount in excess of US$1.0 million (or its equivalent in other currencies) and such failure by Buyer to perform pay or breach results in the acceleration of such Indebtedness; or (xiv) the occurrence after the date of this Agreement of (A) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its obligation to consummate the Closing solely Subsidiaries, taken as a result whole; (B) any material adverse change in the ability of a failure to secure the proceeds of the Financing in an amount sufficient Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (other than a Financing Failure Event arising out C) any material adverse change in the ability of or related the Company to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) perform any of its obligations under this Agreement; or (iiD) any court material adverse change in any of the rights and remedies of the Deferring Noteholders under this Agreement or other Governmental Authority the Indenture. (c) The Company shall have issuedthe right, enactedbut not the obligation, enteredupon five Business Days’ notice to the Requisite Noteholders, promulgated to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by more Deferring Noteholders of this Agreement; provided, however, that to the extent that non-breaching Deferring Noteholders party seeking to terminate pursuant to this Section 9.01(bAgreement 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 with respect to the breaching Deferring Noteholder(s) shall have complied with its obligations(which shall, if anyby itself, under Section 6.04;not constitute a Company Termination Event); or (cii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by Sellerany Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the consummation of the Recapitalization beyond the Expiration Date. (d) Upon the occurrence of the Termination Date, if: (i) any other than Sections 2(k), 10, 11(e), 11(f), 11(g) and 11(l) hereof, this Agreement shall terminate and all obligations of the representations Parties hereunder shall automatically and warranties immediately terminate, and be of Buyer contained in Article V hereof no further force and effect and (ii) the Deferred Interest Payments, together with any other amounts related to the Payment Deferral due and payable pursuant the terms of the Indenture, shall fail to be true immediately become due and correct payable. For purposes of this Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in on the failure fifth Business Day following the delivery of a condition set forth in notice by the Requisite Noteholders pursuant to Section 8.03(a4(b) hereof (Deferring Noteholder Termination Event) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon by the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement Company pursuant to this Section 9.01(c4(c) if Seller is in material breach of this Agreement; or hereof (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementCompany Termination Event).

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe Parties hereto; (b) by either Seller Buyer or BuyerSeller, by written notice to the other if: : (i) the Closing Date shall not have occurred been consummated on or prior to September 30before the Termination Date, 2015 (unless extended by written agreement of the “End Date”)Parties hereto; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 11.1(b) shall not be available to any Party whose failure by Buyer to perform or comply with any of its obligation to consummate obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or occur by such date; or (ii) any court or other Governmental Authority shall have enacted, promulgated, issued, enacted, entered, promulgated entered or enforced (A) any Law prohibiting the Transactions or Governmental Order making them illegal, or (that is B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;nonappealable. (c) by Seller, if: Buyer: (i) any of if the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) Sections 8.1 shall not have been satisfied on or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Termination Date; provided that or (ii) if all of the conditions set forth in Article VIII shall have been satisfied and Seller may shall not terminate this Agreement have made all of the deliveries required by Section 9.4 on or before ten (10) days following the date designated for Closing pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement9.1; or (d) by Buyer, if: Seller: (i) any of if the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) 8.2 shall not have been satisfied on or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Termination Date; provided that Buyer may or (ii) if all of the conditions set forth in Article VIII shall have been satisfied and (i) the Buying Parties shall not terminate this Agreement have made all of the deliveries required by Section 9.2 or Section 9.3 on or before ten (10) days following the date designated for Closing pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement9.1.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) Subject to Section 4(d), this Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the occurrence of any of the following (each, an “Automatic Termination Event”): (i) the failure of the Company to consummate the Exchange Offer by May 30, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 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 (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; or (iii) by the mutual written consent of Seller the Company and Buyer;the Requisite Noteholders. (b) by either Seller or BuyerSubject to Section 4(d), if: the Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Consenting Noteholder Termination Event”): (i) the Closing Date Company fails to comply with any of its agreements or covenants under the Interest Deferral Agreement or breaches any representation or warranty of the Company set forth in the Interest Deferral Agreement; (ii) the shareholders of the Company do not approve the Exchange Offer and the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or before March 15, 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have occurred been agreed to by the Company and each creditor under such Other Indebtedness on or prior before the consummation of the Recapitalization; (iv) the Company does not launch the Exchange Offer on or before April 29, 2019; provided that, to September 30the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2015 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 “End 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; (v) the occurrence of an Event of Default (as defined in the Indenture) pursuant to the terms of the Indenture (as in effect on the date hereof), other than an Event of Default related to the Payment Deferral; (vi) 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”); provided, that neither party may terminate ; (vii) a breach by the Company of any of its agreements or covenants in this Agreement pursuant or breaches any representation and warranty of the Company in this Agreement; (viii) the Company publicly announces its intention not to this Section 9.01 if such party is in material breach comply with the terms of this Agreement; (ix) the Interest Deferral Agreement is terminated according to its terms; or (other than, x) the occurrence of (i) any material adverse change in the case of Buyer’s right under this Section 9.01(bbusiness, condition (financial or otherwise), a failure by Buyer to perform results of operations properties, assets or prospects of the Company and its obligation to consummate the Closing solely Subsidiaries, taken as a result whole; (ii) any material adverse change in the ability of a failure to secure the proceeds of the Financing in an amount sufficient Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (other than a Financing Failure Event arising out iii) any material adverse change in the ability of or related the Company to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) perform any of its obligations under this Agreement; or (iiiv) any court or other Governmental Authority material adverse change in any of the rights and remedies of the Consenting Noteholders under this Agreement. (c) Subject to Section 4(d), the Company shall have issuedthe right, enactedbut not the obligation, enteredupon five Business Days’ notice to the Consenting Noteholders, promulgated to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by more Consenting Noteholders of this Agreement; provided, however, that to the extent that non-breaching Consenting Noteholders party seeking to terminate pursuant to this Section 9.01(b) shall have complied 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 with its obligations, if any, under Section 6.04respect to the breaching Consenting Noteholder(s); (cii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by Seller, if: any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the consummation of the Recapitalization beyond the Expiration Date; or (iii) the failure of the conditions set forth in clause (i) any under the caption “Conditions” in Exhibit A hereto to be satisfied within 45 calendar days after the date the Exchange Offer is launched by the Company. (d) Upon the earlier of the representations occurrence of the Termination Date or the consummation of the Exchange Offer, this Agreement shall terminate and warranties all obligations of Buyer contained the Parties hereunder shall automatically and immediately terminate, and be of no further force and effect; provided that the provisions of Sections 2(j), 2(k), 2(l) (solely, in Article V hereof the case of Section 2(k) and 2(l), in the event of consummation of the Exchange Offer), 8, 10, 11 and 12, and the obligations of the Parties with respect thereto, shall fail to be true and correct survive any such termination until such provisions are terminated by mutual written agreement 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) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in on the failure fifth Business Day following the delivery of a condition set forth in notice by the Requisite Noteholders pursuant to Section 8.03(a4(b) (Consenting Noteholder Termination Event) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon by the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement Company pursuant to this Section 9.01(c4(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementCompany Termination Event).

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingterminated: (a) by mutual immediately upon the written consent agreement of Seller the Debtors and Buyerthe Requisite Senior Note Holders to terminate this Agreement; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds any of the Financing in an amount sufficient Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to consummate each of the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee Parties; provided that such notice is delivered in accordance with Section 9.02(b)8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (ii2) below, if: (1) any court of the Chapter 11 Cases are dismissed or other Governmental Authority shall have issued, enacted, entered, promulgated converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or enforced any Law a trustee under chapter 7 or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting chapter 11 of the transactions contemplated by this AgreementBankruptcy Code; provided, however, that the party seeking appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Agreement; (c) by Sellerthe Requisite Senior Note Holders, if: upon three (i3) any of Business Days’ written notice to the representations Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and warranties of Buyer contained in Article V hereof (2), the Requisite Senior Note Holders shall fail not be permitted to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in terminate this Agreement thatif, in either caseprior to the delivery of such notice, (Athe Debtors shall have filed the relevant document(s) would result in the failure of a condition set forth in Section 8.03(aSections 7.1(c)(1) or Section 8.03(band/or (2) and (B) which is not curable orbelow that, if curable, is not cured upon without the occurrence of the earlier of such filing, would have constituted a basis for terminating this Agreement, if: (1) the thirtieth Debtors fail to file a motion seeking authority to perform under this Agreement within seven (30th7) day after written notice thereof is given by Seller to Buyer and days of the date hereof; (2) the day that is five Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (53) Business Days prior the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the End DateAmended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; provided that Seller may not terminate or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement pursuant or any material portion hereof to this Section 9.01(c) if Seller is in material breach of this Agreement; orbe unenforceable; (d) by Buyereach Consenting Senior Note Holder, if: but solely with respect to such Consenting Senior Note Holder (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, remaining in either case, (Afull force and effect as among the Debtors and the other Consenting Senior Note Holders) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.three

Termination Events. This Agreement Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at PAI’s option and without prior notice, and PAI will have no further obligation to to provide any Services to you, if any one of the transactions contemplated herein may be abandoned, at any time prior to the Closing: following occurs (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to PAI or the Closing Date shall not have occurred on Originating Bank for any reason, or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, you default in the case payment of Buyer’s right under this Section 9.01(b), a failure by Buyer any sum of money owed to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or PAI; (ii) any court representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or other Governmental Authority shall have issuedliquidator becomes responsible in any manner for you or any of your assets, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Selleryou are unable to pay your debts as they become due, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies PAI that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct another Payee Authorization); or (iiviii) there shall be a breach by Seller of any covenant or XXX’s agreement of Seller in this Agreement that, in either case, (A) would result in with the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which Originating Bank is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementterminated.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller Alliqua and BuyerAquaMed; (b) by either Seller or Buyer, if: (i) Alliqua if the Closing Date shall has not have occurred taken place on or prior before June 10, 2019 (other than as a result of any failure on the part of Alliqua to September 30comply with or perform its covenants and obligations under this Agreement); (c) by AquaMed if the Closing has not taken place on or before June 10, 2015 2019 (other than as a result of any failure on the “End Date”part of AquaMed to comply with or perform any covenant or obligation set forth in this Agreement); (d) by either Alliqua or AquaMed, if a court of competent jurisdiction or other Governmental Body shall have issued an Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contribution or the Distribution; provided, that neither party may a Party shall not be permitted to terminate this Agreement pursuant to this Section 9.01 7.1(d) if the issuance of such party Order or the taking of such action is attributable to the failure of such Party to perform in any material breach of respect any covenant or obligation in this Agreement required to be performed by such Party at or prior to the Closing; (other thane) by Alliqua, if any of AquaMed’s covenants or representations and warranties contained in the case of Buyer’s right under this Section 9.01(b)Agreement shall have been breached in any material respect, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds if (i) such breach would cause any of the Financing conditions in an amount sufficient ARTICLE 2 or ARTICLE 3 not to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or be satisfied; and (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order such breach (that if curable) is final and non-appealable and that has not been vacated, withdrawn or overturnedcured by AquaMed within thirty (30) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04calendar days after receiving written notice from Alliqua of such breach; (cf) by SellerAquaMed if any of Alliqua’s covenants or representations and warranties contained in this Agreement shall have been breached in any material respect, if: in either case if (i) any of such inaccuracy or breach would cause the representations and warranties of Buyer contained conditions in Article V hereof shall fail ARTICLE 2 or ARTICLE 3 not to be true satisfied; and correct or (ii) there shall be a such inaccuracy or breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, ) is not cured upon the occurrence of the earlier of by Alliqua within thirty (130) the thirtieth (30th) day calendar days after receiving written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach from AquaMed of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct such inaccuracy or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.breach;

Termination Events. (a) This Agreement may be terminated and the transactions Transaction contemplated herein by this Agreement may be abandoned, abandoned at any time prior to the Closing: (ai) by mutual written consent of Seller and Buyerthe Parties; (bii) in accordance with clauses 4.2(b) and 6.4(a); (iii) by either Seller or Buyerthe Purchaser, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in there has been a material breach of a Seller’s Warranty or any Seller’s Warranty shall have become untrue after the date of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a such breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day within 10 Business Days after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior Purchaser to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(cSeller; (iv) by the Seller, if Seller is in there has been a material breach of this Agreement; or (d) by Buyer, if: (i) a Purchaser’s Warranty or any Purchaser’s Warranty shall have become untrue after the date of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which such breach is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day within 10 Business Days after written notice thereof is given by Buyer to the Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement Purchaser; (v) pursuant to this Section 9.01(dclause 5.2; or (vi) by either the Purchaser or the Seller, if Buyer is a meeting of the limited partners of the Seller to consider and vote upon a proposal to approve the sale of the Shares in material breach the Agreed Terms shall have been held and completed and the approval of the sale of the Shares in the Agreed Terms by limited partners (other than ntl Fawnspring Limited and its Affiliates) holding a majority of the limited partnership interests of the Seller shall not have been obtained at the meeting or any adjournment or postponement thereof. (b) Upon termination of this Agreement, clauses 1, and 8.2 to 8.11 (inclusive) shall remain in full force and effect and any termination of this Agreement shall not affect and be without prejudice to any rights or liabilities that have accrued under this Agreement prior to such termination or under any provision which is expressly stated not to be affected by such termination.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedTransactions may, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent agreement of Seller Buyer and BuyerSeller; (b) by either Seller or Buyer, if: (i) on the one hand, or Seller, on the other hand, if the Closing Date shall has not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a the failure of any party seeking to secure the proceeds of the Financing in an amount sufficient terminate this Agreement to consummate the transactions contemplated hereby comply with its obligations under this Agreement) on or before (other than a Financing Failure Event arising out of or related to Buyer’s breachi) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) November 13, 2012 or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order such later date as the Parties may agree upon in writing (that is final such applicable date specified in the preceding clauses (i) and non-appealable and that has not been vacated, withdrawn or overturned(ii) restraining, enjoining or otherwise prohibiting being referred to herein as the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04“Outside Date”); (c) by Seller, if: on the one hand, or by Buyer, on the other hand, if a material breach of this Agreement has been committed by the other party and such material breach has not been cured within 30 days after notice thereof to such other party or expressly waived in writing; (d) (i) by Buyer if satisfaction of any of the representations and warranties conditions in Section 6.1 becomes impossible prior to the Outside Date (other than as a result of the failure of Buyer contained to comply with its obligations under this Agreement) and Buyer has not expressly waived such condition in Article V hereof shall fail to be true and correct writing on or before termination of this Agreement; or (ii) there shall be a breach by Buyer Seller, if satisfaction of any covenant or agreement of Buyer the conditions in this Agreement that, in either case, Section 6.2 becomes impossible prior to the Outside Date (A) would other than as a result in of the failure of a condition set forth in Section 8.03(a) or Section 8.03(bSeller to comply with its obligations under this Agreement) and (B) which is Seller has not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is expressly waived such condition in material breach writing on or before termination of this Agreement; or (de) by Buyer, if: (i) any of the representations and warranties of either Buyer or Seller contained in Article IV hereof shall fail to be true and correct or (ii) if there shall be a breach any Legal Requirement that makes consummation of the Transactions contemplated by Seller this Agreement illegal or otherwise prohibited or if consummation of the Transactions contemplated by this Agreement would violate any non-appealable Order of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementGovernmental Entity having competent jurisdiction.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: If (i) the Closing Date Leased Premises shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), be taken by a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) Taking or (ii) any court substantial portion of the Leased Premises shall be taken by a Taking or other Governmental Authority all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, in such case, Tenant certifies to Landlord that it will forever abandon operations at the Leased Premises (each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a "Termination Event"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have issuedthe option, enactedwithin thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, enteredas the case may be, promulgated or enforced any Law or Governmental Order to give to Landlord and Lender written notice of the Tenant's option to terminate this Lease (that a "Termination Notice") in the form described in Paragraph 18(b). (b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is final an event described in Paragraph 18(a)(ii), the certification described therein and non-appealable a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and that Tenant shall commence to determine the Fair Market Value of the Leased Premises. (c) If Landlord shall reject such offer to purchase the Leased Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not been vacatedsatisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, withdrawn or overturned"Remaining Obligations") restrainingon the Termination Date, enjoining or otherwise prohibiting then Landlord may, at its option, extend the transactions contemplated by date on which this Agreement; providedLease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, that the party seeking to terminate pursuant to this Section 9.01(b(ii) Tenant shall promptly vacate and shall have complied with no further right, title or interest in or to any of the Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the Termination Date Tenant shall assign to Landlord all of its obligationsright, title and interest, if any, under Section 6.04;in and to the Net Award. (cd) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof Unless Tenant shall fail to be true and correct or (ii) there shall be have received a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is Rejection not curable or, if curable, is not cured upon the occurrence of the earlier of (1) later than the thirtieth (30th) day after written notice thereof following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is given accepted by Seller Landlord then, on the Termination Date, Tenant shall pay to Buyer and Landlord (2or Lender if the Mortgage requires or permits Lender to so require) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) Termination Amount and all Remaining Obligations and, if Seller is in material breach of this Agreement; or (d) requested by BuyerTenant, if: Landlord shall (i) any of convey to Tenant the representations Leased Premises or the remaining portion thereof, if any, and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant pay to or agreement of Seller assign to Tenant its entire interest in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is Net Award, all in material breach of this Agreementaccordance with Paragraph 20.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyerthe parties hereto; (b) after six months from the date hereof by either Seller or Buyer, if: (i) any party by notice to the other party if the Closing Date shall not have occurred been consummated on or prior to September 30, 2015 (the “End Date”)such date; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 10.1(b) shall not be available if such failure by Buyer to perform its obligation to consummate the Closing solely as results primarily from a result breach by the terminating party of a failure to secure the proceeds of the Financing any representation, warranty or covenant contained in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) Purchaser upon written notice to Seller if any event occurs or condition exists that would render impossible the satisfaction of one or more conditions to the representations and warranties obligations of Buyer contained in Article V hereof shall fail Purchaser to be true and correct or (ii) there shall be a breach consummate the Closing contemplated by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition as set forth in Section 8.03(a) or Section 8.03(b) and Article VII (B) which is not curable or, if curable, is not cured upon the occurrence other than as a result of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material a breach of this Agreement; orAgreement by Purchaser), and Purchaser has not waived such condition; (d) by BuyerSeller upon written notice to Purchaser if any event occurs or condition exists that would render impossible the satisfaction of one or more conditions to the obligations of Seller to consummate the Closing contemplated by this Agreement as set forth in Article VII (other than as a result of a breach of this Agreement by Seller), if: and Seller has not waived such condition; or (e) by any party, if a final order, decree or ruling enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement has been issued by (i) any of federal or state court in the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct United States having jurisdiction or (ii) there shall be a breach by Seller of any covenant similar court or agreement of Seller in this Agreement thatGovernmental Authority (unless such order, in either casedecree or ruling has been withdrawn, (A) would result in the failure of a condition set forth in Section 8.02(a) reversed or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementotherwise made inapplicable).

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, Contemplated Transactions abandoned at any time prior to the Closing: (a) by mutual written consent of Seller Ashland and Buyer; (b) by either Seller or Buyer, if: Ashland if (i) the Closing Date Buyer shall not have occurred on breached or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer failed to perform any of its obligation to consummate the Closing solely as a result of a representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby perform (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a4.1 or 4.3 and (y) (A) cannot be cured by the End Date or Section 8.03(b) and (B) which is not curable or, if curable, is not capable of being cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided , shall not have been cured within thirty (30) days following receipt of written notice from Ashland of such breach or failure to perform or any shorter period of time that Seller may remains between the date of such written notice and the End Date or (ii) if all of the conditions set forth in Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and Buyer fails to consummate the transactions contemplated by this Agreement within five Business Days following the date the Closing should have occurred pursuant to Section 3.1 and the Company stood ready and willing to consummate during such period (it being understood that, during such period of five Business Days following the date the Closing should have occurred pursuant to Section 3.1, Buyer shall not be entitled to terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or8.1(e)(ii)); (dc) by Buyer, if: Buyer if (i) Ashland shall have breached or failed to perform any of the representations and warranties of Seller its representations, warranties, covenants or other agreements contained in Article IV hereof shall fail this Agreement, which breach or failure to be true and correct or perform (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a4.1 or 4.2 and (y) (A) cannot be cured by the End Date or Section 8.02(b) and (B) which is not curable or, if curable, is not capable of being cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Buyer of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date. (d) by Buyer on the circumstances contemplated by Section 7.3(b); provided that or (e) by either Ashland or Buyer may if (i) any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or enjoining the Contemplated Transactions or(y) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions or (ii) the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with its obligations under this Agreement) on or before April 30, 2011 or such later date as the parties may agree upon (such date, the “End Date”).

Termination Events. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent agreement of Seller REC and Buyer; (b) by written notice of either Seller REC or Buyer, Buyer to such other Party if: : (i) the Closing Date shall has not have occurred by the close of business on or prior to September 30November 1, 2015 2018 (the “End Outside Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that there is in effect a final and non-appealable and that has not been vacated, withdrawn or overturned) Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, Buyer by written notice to REC if: : (i) any of condition to the representations and warranties obligations of Buyer contained set forth in Article V hereof shall fail to be true 9 or Article 10 has become reasonably incapable of fulfillment and correct or such condition is not waived in writing by Buyer; (ii) there shall be a (A) any Seller is in breach by Buyer of any representation or warranty or any covenant or agreement of Buyer contained in this Agreement thatAgreement, in either casethe Bid Procedures Order and/or the Sale Order, (AB) such breach would result in the a failure of a condition set forth in Section 8.03(a) Article 9 or Section 8.03(b) Article 10 and (BC) which is such breach has not curable or, if curable, is not been cured upon the occurrence of by the earlier of (1) twenty (20) Business Days after the thirtieth (30th) day after giving of written notice thereof is given by Seller Buyer to Buyer Sellers of such breach and (2) the day that is five Outside Date; (5iii) Business Days prior any Seller files a motion to have the Bankruptcy Court enter an Order dismissing, or converting the Bankruptcy Case into cases under chapter 7 of the Bankruptcy Code or appointing a trustee in the Bankruptcy Case or appointing an examiner with enlarged power related to the End Date; provided that Seller may operation of the Business (beyond those set forth in Section 1106(a)(3) or (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; (iv) the Sale Order is not terminate entered by the Bankruptcy Court within thirty (30) days of the execution of this Agreement pursuant to this Section 9.01(cby all Parties; (v) if Seller the Sale Order is in material breach amended, modified, vacated, reversed, or terminated without the prior written consent of this Agreement; orBuyer; (d) by Buyer, REC by written notice to Buyer if: : (i) any condition to the obligations of the representations and warranties of Seller contained Sellers set forth in Article IV hereof shall fail to be true 10 or Article 11 has become incapable of fulfillment and correct such condition is not waived in writing by Sellers; (A) Buyer breaches any representation or (ii) there shall be a breach by Seller of warranty or any covenant or agreement of Seller contained in this Agreement that, in either caseAgreement, (AB) such breach would result in the a failure of a condition set forth in Section 8.02(a) Article 10 or Section 8.02(b) Article 11 and (BC) which is such breach has not curable or, if curable, is not been cured upon the occurrence of by the earlier of (1) twenty (20) Business Days after the thirtieth (30th) day after giving of written notice thereof is given by REC to Buyer to Seller of such breach and (2) the day that Outside Date; (e) automatically with no further action by any Party if the Bankruptcy Court shall have entered an order approving a Competing Bid as the Successful Bidder, Buyer is the Backup Bidder (as defined in the Bid Procedures Order) and the transaction contemplated by such Competing Bid either (i) is thereafter consummated or (ii) has not terminated but has not yet been consummated by the date forty-five (545) Business Days prior days after the Sale Hearing (as defined in the Bid Procedures Order); provided, however, that no Party shall be entitled to the End Date; provided that Buyer may not terminate this Agreement pursuant to this under Section 9.01(d12.1(b)(i), Section 12.1(c)(i), Section 12.1(c)(ii), or Section 12.1(d) if Buyer is in material such Party’s breach of this Agreementany representations or warranties set forth herein or such Party’s breach of its covenants and agreements hereunder (or with respect to Sellers under the Bid Procedures Order and/or the Sale Order) causes any of the conditions to Closing set forth in Article 10 and/or Article 11 for a breach by Sellers, or Article 9 and/or Article 10, for a breach by Buyer, not to be satisfied.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Purchase may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller Sellers and BuyerPurchaser; (b) by either Seller Sellers or BuyerPurchaser, if: : (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b9.1(b)(i) shall have complied with its obligations, if any, under Section 6.046.3; or (ii) the Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; (c) by SellerSellers, if: (i) any of the representations and warranties of Buyer Purchaser contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer Purchaser of any covenant or agreement of Buyer Purchaser in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a) 7.3(a), Section 7.3(b), or Section 8.03(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. given by Seller Sellers to Buyer Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Seller Sellers may not terminate this Agreement pursuant to this Section 9.01(c9.1(c) if any Seller is in material breach of this Agreement; or (d) by BuyerPurchaser, if: (i) any of the representations and warranties of any Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Seller Sellers in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a7.2(a), Section 7.2(b) or Section 8.02(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is given by Buyer Purchaser to Seller Sellers and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Buyer Purchaser may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) if Buyer Purchaser is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to Closing upon prior written notice by the Closingparty electing to terminate this Agreement to the other party: (a) by mutual written consent agreement of Seller Shareholders and BuyerHoldings (expressed in writing); (b) by either Seller Shareholders or BuyerHoldings if any permanent injunction, if: Court Order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise preventing the consummation of the transactions contemplated hereby shall have been issued and become final and non-appealable. (ic) by either Shareholders or Holdings if the Closing Date shall not have occurred on or prior to September 30, 2015 by the sixtieth (60th) day following the date of this Agreement (the “End Optional Termination Date”); provided, however, that neither party may the right to terminate this Agreement pursuant to under this Section 9.01 12.1 shall not be available to any party whose breach of its representations and warranties in this Agreement or whose failure to perform any of its covenants and agreements under this Agreement shall have caused, or resulted in, the failure of the Closing to occur on or before the Optional Termination Date. (d) by Shareholders upon a breach in any material respect of any covenant or agreement on the part of the Holdings set forth in this Agreement, or if any representation or warranty of the Holdings shall have been breached or shall have become untrue, in any such party case that the conditions set forth in Sections 10.1 and 10.2 would be incapable of being satisfied by the Optional Termination Date (or any later termination date as may have been determined by mutual agreement of the parties). (e) by Holdings upon a breach in any material respect of any covenant or agreement on the part of any Shareholders set forth in this Agreement, or if any representation or warranty of any Shareholders shall have been breached or shall have become untrue in any such case such that the conditions set forth in Sections 9.1 and 9.2 would be incapable of being satisfied by the Optional Termination Date (or any later termination date as may have been determined by mutual agreement of the parties). (f) by Shareholders if it shall become apparent in Shareholders’ judgment reasonably exercised that any condition to Shareholders’ obligation to close as set forth in Article X hereof will not be satisfied on or before the Optional Termination Date. (g) by Holdings if it shall become apparent in Holdings’ judgment reasonably exercised that any condition to Holdings’ obligation to close as set forth in Article IX hereof will not be satisfied on or before the Optional Termination Date. (h) by Holdings if (i) Holdings is not in breach in any material breach respect of Section 7.11 or any other terms of this Agreement; (ii) the Board of Directors of Holdings (following receipt of a written opinion from Holdings’ outside legal counsel that the termination of this Agreement (other thanis necessary in order for such Board to comply with its fiduciary duties under applicable Law) authorizes Holdings, subject to complying with the terms of this Agreement, to enter into a binding written agreement providing for a transaction that constitutes a Superior Proposal and Holdings notifies the Shareholders in writing that it intends to enter into such an agreement, attaching the case most current version of Buyer’s right under this Section 9.01(b)such agreement to such notice, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds which agreement shall include all of the Financing in an amount sufficient material terms and conditions of such Superior Proposal; and (iii) Holdings shall have paid to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay Shareholders the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement12.5.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingterminated: (a) by mutual written consent the Buyer if a material breach of any provision of this Agreement has been committed by the Seller or Parent, and Buyersuch breach has not been either (i) waived in writing, or (ii) cured within ten (10) days after notice of such breach is delivered by Buyer to the Seller; (b) by the Seller if a material breach of any provision of this Agreement has been committed by the Buyer or Carmell and such breach has not been either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30waived in writing, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issuedif capable of being cured, enacted, entered, promulgated or enforced any Law or Governmental Order cured within ten (that 10) days after notice of such breach is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting delivered by the transactions contemplated by this Agreement; provided, that the party seeking Seller to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Buyer; (c) by Seller, if: (i) the Buyer if any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions precedent set forth in Section 8.03(a8.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of January 17, 2025 or Section 8.03(bif satisfaction of such a condition becomes impossible (other than through failure of the Buyer to comply with its obligations under this Agreement) and (B) which is the Buyer has not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orwaived such condition on or before such date; (d) by Buyer, if: (i) the Seller if any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions precedent set forth in Section 8.02(a8.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of January 17, 2025 or Section 8.02(bif satisfaction of such a condition becomes impossible (other than through failure of the Seller or Parent to comply with their respective obligations under this Agreement) and the Seller has not waived such condition on or before such date; (Be) which is not curable orby the Buyer if, if curable, is not cured upon since the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach date of this Agreement, there has been, or there has occurred any event which would be reasonably likely to result in, any Material Adverse Effect; and (f) by mutual written agreement of the Buyer, on the one hand, and the Seller, on the other hand.

Termination Events. This Subject to the provisions of Section 6.2, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time by written notice given prior to the Closingeffectiveness of the Merger in the manner hereinafter provided, as follows: (a) by mutual the Stockholders, on the one hand, or by JDH and JQHA, on the other hand, if: (i) either the Stockholders on one hand, or JQH and JQHA on the other hand, in their sole and absolute discretion, following negotiations under Section 2.1, have not executed and delivered written consent of Seller acceptance of, and Buyeracknowledged the intent to be bound at Closing by, the finally negotiated Transaction Agreements by midnight Central Standard Daylight Savings Time, June 2, 2005; (bii) by either Seller or Buyerat any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, if: funding thereunder is not available to the borrower upon the borrower's satisfaction of all applicable terms and conditions thereunder; or (iiii) the Closing Date shall not have occurred on or prior to September 30before December 31, 2015 (the “End Date”)2005; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such 6.1(a)(iii) will not be available to any party is in material breach whose failure to perform or observe any of its obligations under this Agreement (other thanor any Transaction Agreement has been the cause of, in or resulted in, the case failure of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds occur on or before such date. (b) by mutual written consent of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04parties hereto; (c) by SellerJDH and JQHA, if: (i) if any of the representations and warranties Stockholders materially breaches any of Buyer contained in Article V hereof shall fail to be true and correct its representations, warranties, covenants or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in other agreements under this Agreement thatand, in either case, (A) would result in the failure with respect to any breach of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable orcovenant contained herein, if curable, such breach is not cured upon the occurrence of the earlier of within ten (110) the thirtieth (30th) day days after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End DateStockholders by JDH or JQHA; provided provided, however, that Seller may no cure period will be permitted for any such breach that by its nature cannot terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach be cured or as a result of this Agreementsuch breach; or (d) by Buyerthe Stockholders, if: (i) if either JDH or JQHA materially breaches any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct its representations, warranties, covenants or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in other agreements under this Agreement thatand, in either case, (A) would result in the failure with respect to any breach of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable orcovenant contained herein, if curable, such breach is not cured upon the occurrence of the earlier of within ten (110) the thirtieth (30th) day days after written notice thereof is given to JDH and JQHA by Buyer to Seller and (2) the day Stockholders; provided, however, that is five (5) Business Days prior to the End Date; provided no cure period will be permitted for any such breach that Buyer may by its nature cannot terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach be cured or as a result of this Agreementsuch breach.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) The Employment Term will end, and the parties will not have any rights or obligations under this Agreement (except for the rights and obligations under those Sections of this Agreement that are continuing and will survive the end of the Employment Term, as specified in Section 9.10 of this Agreement) on the earliest to occur of the following events (each a “Termination Date”): (1) the death of Employee; (2) the termination of Employment as a result of Employee’s Disability (as defined in Section 4.1(b) of this Agreement) of Employee; (3) the termination of Employee’s employment by mutual Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) the termination of Employee’s employment by SBG for Cause (as defined in Section 4.1(c) of this Agreement); (5) the termination of Employee’s employment by SBG without Cause; or (6) the termination of Employee’s employment by Employee for Good Reason within three (3) months of the inception of the event giving rise to the Good Reason; provided, however, the Employee has first given the Employer written consent notice of Seller the Good Reason within ten (10) business days of its occurrence and Buyer;thirty (30) days following such notice to correct it. (b) Except as is provided in the last sentence of this Section 4.1(b), for the purposes of this Agreement, “Disability” means Employee’s inability, whether mental or physical, to perform the normal duties of Employee’s position for ninety (90) days (which need not be consecutive) during any twelve (12) consecutive month period, and the effective date of such Disability shall be the day next following such ninetieth (90th) day. If SBG and Employee are unable to agree as to whether Employee is disabled, the question will be decided by either Seller a physician to be paid by SBG and designated by SBG, subject to the approval of Employee (which approval may not be unreasonably withheld) whose determination will be final and binding on the parties. Notwithstanding anything in this Section 4.1(b) or Buyerin this Agreement to the contrary, if: to the extent necessary to prevent a violation of section 409A of the Internal Revenue Code (and any guidance issued thereunder), “Disability” means a medically determinable physical or mental impairment which qualifies Employee for total disability benefits under the Social Security Act and/or which, in the opinion of the SBG (based upon such evidence as it deems satisfactory): (i) the Closing Date shall not have occurred on can be expected to result in death or prior to September 30last at least twelve (12) months, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or and (ii) will prevent Employee from performing any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsubstantial gainful activity.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual either Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written consent of Seller notice is given specifying the Breach and Buyerdemanding it to be remedied; (bi) by either Seller or Buyer, if: (i) Buyer if any of the conditions in Article VII has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if satisfaction of such party a condition is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby or becomes impossible (other than a Financing Failure Event arising out through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or related to Buyer’s breach) in which case Buyer shall pay before the Seller Termination Fee in accordance with Section 9.02(b)) Closing Date; or (ii) by Seller, if any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that of the conditions in Article VIII has not been vacated, withdrawn satisfied as of the Closing Date or overturned) restraining, enjoining if satisfaction of such a condition is or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of Seller to comply with their obligations under this Agreement; provided, that ) and Seller has not waived such condition on or before the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Closing Date; (c) by Seller, if: (i) any of the representations and warranties mutual consent of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementSeller; or (d) by Buyereither Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, if: 1998, or such later date as the parties may agree upon; or (e) (i) by Buyer if a material Breach of any provision of any of the representations Purchase Agreements has been committed by any party other than Buyer thereto and warranties of Seller contained in Article IV hereof shall fail such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written notice is given specifying the Breach and demanding it to be true and correct remedied, or (ii) there shall be by Buyer if any of the conditions precedent to Buyer's obligation to close any of the Purchase Agreements has not been satisfied as of the Closing Date or if satisfaction of such a breach by Seller of any covenant condition is or agreement of Seller in this Agreement that, in either case, becomes impossible (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(bBuyer to comply with its obligations under this Agreement) and (B) which is Buyer has not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. (a) This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by written notice given prior to or at the Closing, be terminated: (ai) (A) by mutual written consent the Buyer if a material breach of any provision of this Agreement has been committed by the Seller and Buyer; such breach has not been waived or (bB) by either the Seller or Buyer, if: (i) if a material breach of any provision of this Agreement has been committed by the Closing Date shall Buyer and such breach has not have occurred on or prior to September 30, 2015 (the “End Date”)been waived; provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such breach is capable of being cured a party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to under this Section 9.01(c8.1(a) until a period of thirty (30) days has expired from the date of notice of such breach without such breach having been cured; (ii) (A) by the Buyer if Seller satisfaction of any of the conditions in Article VI is in or becomes impossible (other than through the material breach by the Buyer of its obligations under this Agreement) and the Buyer has not waived such condition or (B) by the Seller if satisfaction of any of the conditions in Article VII is or becomes impossible (other than through the material breach by the Seller of its obligations under this Agreement) and the Seller has not waived such condition; (iii) by written mutual consent of the Buyer and the Seller; or (div) by Buyer, if: the Seller (i) any other than through the breach of the representations and warranties Seller of Seller contained in Article IV hereof shall fail to be true and correct its obligations under this Agreement) or the Buyer (ii) there shall be a other than through the breach by the Buyer of its obligations under this Agreement) if the Closing has not occurred on or before one hundred fifty (150) days after the date hereof, or such later date as the Buyer and the Seller of any covenant or agreement of may agree. (b) If GSE Approval is not obtained, the Buyer and the Seller in this Agreement that, in either case, (A) would result in shall take the failure of a condition actions set forth in Section 8.02(a) or Section 8.02(b) 2.6, including to enter into an agreement terminating this Agreement and (B) the Transaction Documents, which is not curable or, if curable, is not cured upon agreement shall set forth the occurrence rights and obligations of the earlier of (1) the thirtieth (30th) day parties after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementtermination.

Termination Events. This Agreement may be terminated and The Cash Manager or the transactions contemplated herein may be abandoned, at any time prior to the ClosingGuarantor: (a) by mutual may (with the prior written consent of Seller and Buyerthe Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders) terminate this Agreement with respect to the Account Bank in the event that the matters specified in paragraph (i), (vi), (vii), or (viii) below occur; (b) by either Seller or Buyershall (with the prior written consent of the Bond Trustee, if: (i) the Closing Date which consent shall not have occurred on or prior be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to September 30, 2015 (the “End Date”); provided, that neither party may interests of the Covered Bondholders) terminate this Agreement pursuant with respect to the Account Bank in the event that any of the matters specified in paragraphs (iii) to (v) (inclusive) below occurs, (c) in the event that any of the matters specified in paragraph (ii) or (ix) below occur, will take the actions described in Section 4.1(f) of the Cash Management Agreement and the Guarantor will terminate this Section 9.01 if Agreement, in each case by serving a written notice of termination on the Account Bank (such party is in material breach termination to be effective three Canadian Business Days following service of this Agreement (other thansuch notice and, in the case of Buyer’s right under this Section 9.01(b(c), a failure by Buyer to perform its obligation to consummate no later than five Canadian Business Days following the Closing solely as a result occurrence of a failure to secure the proceeds any of the Financing matters specified therein) directing the Account Bank to transfer all funds standing in an amount sufficient the Guarantor Accounts maintained by the Account Bank to consummate a third party selected by the transactions contemplated hereby Guarantor (other than or the Cash Manager on its behalf) and, on the same day, serving (if applicable) a Financing Failure Event arising out Stand-By Account Bank Notice on the Stand-By Account Bank, in any of the following circumstances: (i) if a deduction or related to Buyer’s breach) withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in which case Buyer shall pay respect of the Seller Termination Fee in accordance interest payable on any Guarantor Account held with Section 9.02(b)) or the Account Bank; (ii) any court if one or other Governmental Authority shall have issuedmore Rating Agencies downgrades the unsecured, enactedunsubordinated and unguaranteed debt obligations or issuer default rating, enteredas applicable, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting of the transactions contemplated by this Agreement; provided, that Account Bank below the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Account Bank Required Ratings; (ciii) if the Account Bank, otherwise than for the purposes of such amalgamation, merger or reorganization as is referred to in paragraph (iv) below, ceases or, through an authorized action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or the Account Bank; (iv) if an order is made or an effective resolution is passed for the winding-up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation, merger or reorganization the terms of which have previously been approved in writing by Sellerthe Guarantor and the Bond Trustee (such approval not to be unreasonably withheld or delayed); (v) an Insolvency Proceeding occurs in respect of the Account Bank; or (vi) default is made by the Account Bank in the performance or observance of its covenants and obligations, if: or a breach by the Account is made of any of its representations and warranties under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g) and 8.1(h); (ivii) default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement and such default continues unremedied for a period of thirty (30) days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Bond Trustee requiring the same to be remedied; (viii) if the Account Bank materially breaches its obligations under this Agreement, the Guaranteed Deposit Account Contract and/or the Security Agreement, or any of the representations and warranties of Buyer contained the Account Bank hereunder (other than the representations, warranties and covenants under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g) and 8.1(h)) or thereunder is incorrect in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer any material respect, provided that Rating Agency Condition is satisfied for the termination of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) following such breach or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreementmisrepresentation; or (dix) by Buyer, if: an Issuer Event of Default occurs (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer the Account Bank is in material breach of this Agreementthe Issuer or an Affiliate thereof).

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller Buyer and Buyerthe Company; (b) by either Seller Buyer or Buyerthe Company, if: (i) if the Closing Date shall has not have occurred taken place on or prior to September 30before 5:00 p.m. (Eastern time) on March 9, 2015 2021 (the “End Date”); provided, that neither party may (i) Buyer shall not be permitted to terminate this Agreement pursuant to this Section 9.01 9.1(b) if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds sale of the Financing in an amount sufficient Purchased Units by the End Date results from, or is caused by, a material breach by Buyer of any of its representations, warranties, covenants or agreements contained herein, and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the transactions contemplated hereby sale of the Purchased Units by the End Date results from, or is caused by, a material breach by the Company, TopCo, or any Member of any of its representations, warranties, covenants or agreements contained herein; (other than c) (i) by Buyer or the Company if a Financing Failure Event arising out court of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court competent jurisdiction or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable Order, withdrawn or overturned) shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions sale of the Purchased Units as contemplated herein; or (ii) by this Agreement; providedBuyer if a Governmental Authority provides notice that it is seeking, that or intends to seek, the party seeking imposition of an Antitrust Restraint as a condition to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, the expiration or termination of any applicable waiting period under Section 6.04the HSR Act or other applicable Antitrust Law; (cd) by Seller, Buyer if: (i) any of the representations and warranties of Buyer TopCo, the Members, or the Company contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement thatshall be inaccurate as of the Agreement Date, in either case, (A) would result in the failure or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 8.03(a7.1 would not be satisfied; (ii) any of the covenants of the Company, TopCo, or the Members contained in this Agreement shall have been breached such that the condition set forth in Section 8.03(b7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, in combination with any other events, circumstances or other Effects, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that, in the case of clauses “(i)” and “(B) which is not curable orii)” only, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is an inaccuracy in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail the Company, TopCo, or the Members as of a date subsequent to be true and correct the Agreement Date or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) covenant by the Company, TopCo, or Section 8.02(b) and any Member is curable by the Company, TopCo, or such Member through the use of reasonable efforts within ten (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (510) Business Days after Buyer notifies the Company in writing of the existence of such inaccuracy or breach (the “Member Cure Period”), then Buyer may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the End Date; expiration of the Member Cure Period, provided the Company, TopCo, or the applicable Member, during the Member Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Member Cure Period); (e) by the Company if: (i) any of Buyer’s representations and warranties contained in this Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Buyer’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of Buyer’s representations and warranties as of a date subsequent to the Agreement Date or a breach of a covenant by Buyer is curable by Buyer through the use of reasonable efforts within ten (10) Business Days after the Company notifies Buyer in material writing of the existence of such inaccuracy or breach (the “Buyer 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 Buyer Cure Period, provided Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this AgreementAgreement pursuant to this Section 9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Buyer Cure Period).

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing:Effective Time (whether before or after adoption of this Agreement by the Required Company Stockholder Approval): (a) by mutual written consent duly authorized by the boards of Seller directors of Parent and Buyerthe Company; (b) by either Seller Parent or Buyer, if: (i) the Closing Date Company if the Merger shall not have occurred on or prior to September 30been consummated by December 31, 2015 (the “End Date”)2008; provided, however, that neither party may the right to terminate this Agreement pursuant to under this Section 9.01 if 9.1(b) shall not be available to any party whose action or failure to act has been a principal cause of the failure of the Merger to occur on or before such party is in material date and such action or failure to act constitutes a breach of this Agreement Agreement; (other than, in c) by either Parent or the case Company if a court of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court competent jurisdiction or other Governmental Authority Body shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable order, withdrawn decree or overturned) ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementMerger or execution of the Creditor Plan; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;and (cd) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or by Parent, if (iiA) there shall be have been a breach by Buyer the Company of any covenant of its representations, warranties, covenants or agreement of Buyer agreements contained in this Agreement thatAgreement, in either case, (A) which breach would result in the failure to satisfy one or more of a condition the conditions set forth in Section 8.03(a) 7.1 or Section 8.03(b) 7.2, and (B) which is not curable such breach shall be incapable of being cured or, if curablecapable of being cured, is shall not have been cured upon the occurrence of the earlier of within five (15) the thirtieth (30th) day business days after written notice thereof is shall have been given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by BuyerCompany, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) by the Company, if (A) there shall be have been a breach by Seller Parent or Merger Sub of any covenant of their representations, warranties, covenants or agreement of Seller agreements contained in this Agreement thatAgreement, in either case, (A) which breach would result in the failure to satisfy one or more of a condition the conditions set forth in Section 8.02(a) 8.1 or Section 8.02(b) 8.2, and (By) which is not curable such breach shall be incapable of being cured or, if curablecapable of being cured, is shall not have been cured upon the occurrence of the earlier of within five (15) the thirtieth (30th) day business days after written notice thereof is shall have been given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementParent.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller SF and BuyerBxxxx; (b) by either Seller Sellers or Buyer, if: (i) if the Closing Date shall has not have occurred taken place on or prior to September 30before 5:00 p.m. (central time) on March 29, 2015 2024 (the “"End Date”"); provided, however, that neither party may Sellers nor Buyer shall be permitted to terminate this Agreement pursuant to this Section 9.01 11.1(b) if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely Transactions by the End Date (as the same may be extended) results from, or is caused by, a result material breach by such party of a failure to secure the proceeds any of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of its representations, warranties, covenants or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04agreements contained herein; (c) by Seller, Sellers if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there this Agreement shall be a breach by Buyer inaccurate as of any covenant the date of this Agreement, or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.03(a10.1 would not be satisfied; or (ii) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence any of the earlier covenants of Buyer contained in this Agreement shall have been breached such that the condition set forth in Section 10.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of Buyer as of a date subsequent to the date of this Agreement or a breach of a covenant by Bxxxx is curable by Buyer through the use of reasonable efforts within ten days after Buyer notifies Sellers in writing of the existence of such inaccuracy or breach (1the "Buyer Cure Period"), then Sellers may not terminate this Agreement under this Section 11.1(c) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days as a result of such inaccuracy or breach prior to the End Date; expiration of the Buyer Cure Period, provided that Seller Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Sellers may not terminate this Agreement pursuant to this Section 9.01(c11.1(c) with respect to such inaccuracy or breach if Seller such inaccuracy or breach is in material breach cured prior to the expiration of this Agreement; orthe Buyer Cure Period); (d) by Buyer, Buyer if: (i) any of the representations and warranties of Seller Sellers contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thatshall be inaccurate as of the date of this Agreement, in either case, (A) would result in the failure or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.02(a9.1 would not be satisfied; or (ii) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence any of the earlier covenants of Sellers contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, that if an inaccuracy in any of Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Sellers is curable by Sellers through the use of reasonable efforts within ten days after Sellers notify Buyer in writing of the existence of such inaccuracy or breach (1the "Seller Cure Period"), then Buyer may not terminate this Agreement under this Section 11.1(d) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days as a result of such inaccuracy or breach prior to the End Date; expiration of Seller Cure Period, provided that Sellers, during Seller Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.01(d11.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of Seller Cure Period); (e) by Sellers or Buyer, by written notice from Sellers or Buyer is to the other, if any Governmental Body of competent jurisdiction shall have issued a Court Order, enacted any Law or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Transactions and, in material the case of Court Orders and other actions, such Court Order or other action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(e) shall not be available to the party seeking to terminate if any action of such party or any failure of such party to act has contributed to such Court Order or other action and such action or failure constitutes a breach of this Agreement; (f) by Sellers, if Sellers (x) have received a bona fide written Acquisition Proposal that the Seller Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes a Superior Proposal, and the Seller Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of SF, and Sellers have complied with the requirements of Section 7.8(d) in regard thereto, and (y) Sellers, simultaneous with such termination, pay to Buyer in immediately available funds any fees required to be paid pursuant to Section 11.3(b); provided, that Sellers agree that they will not enter into a binding agreement related to the Superior Proposal referred to in clause (x) above until at least the fourth Business Day after it has provided the notice to Buyer required by Section 7.8, if any, and in the event of any material change to the terms of such Superior Proposal, Sellers will, in each case, have delivered to Buyer an additional notice as required by Section 7.8 and the notice period will have recommenced; (g) by Buyer, if the Seller Board (i) will have made a Change of Board Recommendation; or (ii) will have failed to reaffirm its approval or recommendation of this Agreement and the sale of the Mediasite Business as promptly as reasonably practicable (but in any event within five Business Days after receipt of any written request to do so from Buyer) at any time following the public disclosure of an Acquisition Proposal; or (h) by Buyer if the Seller Stockholder Approval is not obtained at the Seller Meeting.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, abandoned at any time prior to the Closing: (a) by mutual written consent of Seller Alter and BuyerWestxxxxx XXX; (b) by either Seller or BuyerWestxxxxx XXX, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Management, Lessee, any Alter Entity or Biedxxxxx xxx forth in this Agreement (other thanAgreement, in any case such that the conditions set forth in Section 5.2(a) or 5.2(b), as the case may be, are not satisfied or would be incapable of Buyer’s right under this Section 9.01(b)being satisfied within 30 days after the giving of written notice to Alter; (c) by Alter, upon a failure by Buyer to perform its breach of any representation, warranty, covenant, obligation to consummate or agreement on the Closing solely as a result part of a failure to secure the proceeds any of the Financing Westxxxxx Xxxities such that the conditions set forth in an amount sufficient Section 5.3(a) or 5.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to consummate Westxxxxx XXX; or by Biedxxxxx, xxon a breach of any representation, warranty, covenant, obligation or agreement on the transactions contemplated hereby part of any of the Westxxxxx Xxxities, such that the conditions set forth in 5.4(a) or 5.4(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Westxxxxx XXX; (d) by any of Alter or Westxxxxx XXX if any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturnedtemporary restraining order) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; providedconsummation of the Transactions, provided that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, under this clause (Ad) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is then in material breach of this Agreement; or Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; and (e) by Buyer, if: (i) any of Alter, Biedxxxxx xx Westxxxxx XXX if the representations and warranties of Seller contained Merger Agreement or the Partnership Merger Agreement shall have been terminated in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementaccordance with its terms.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingterminated: (a) by the mutual written consent of Seller Purchaser and BuyerSeller; (b) by either Seller or BuyerPurchaser if by 12:00 a.m. (Pacific Time) on August 2, if: 2021 (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”), and any condition set forth in Section 7 (other than any condition to be satisfied at the Closing) has not been satisfied or waived as of the time of the End Date; provided, however, that neither party may Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 9.01 9.1(b) if such party is in material Purchaser’s breach of any representation, warranty, covenant or agreement under this Agreement (other than, resulted in the case failure of Buyer’s right any condition set forth in Section 7 to be satisfied by the End Date; (c) by Seller if by the End Date, any condition set forth in Section 8 has not been satisfied or waived as of the End Date; provided, however, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.1(c) if a breach of any representation, warranty, covenant or agreement under this Agreement by Seller or UAV resulted in the failure of any condition set forth in Section 9.01(b), 8 to be satisfied by such time on the End Date; (d) by Purchaser or Seller if: (i) a failure by Buyer to perform its obligation to consummate the Closing solely as a result court of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court competent jurisdiction or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable Order or shall have taken any other action, withdrawn or overturned) having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementStock Purchase; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Stock Purchase by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) Governmental Entity that would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence make consummation of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.Stock Purchase illegal;

Termination Events. This Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, abandoned at any time prior to the Closing: (a) by mutual written consent of Seller the Sellers and BuyerPurchaser; (b) by either Seller or BuyerPurchaser, if: (i) if it determines, using its sole and absolute discretion, that at the Closing Date shall not have occurred on or prior it will be unable to September 30obtain all right, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant title and interest in and to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds any of the Financing in an amount sufficient to consummate Intellectual Property or the transactions contemplated hereby (other than a Financing Failure Event arising out Software necessary for its operation of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) Business and the Assets, free and clear of any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Encumbrances; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable orPurchaser, if curable, is the Sale Order has not cured upon been entered within 40 days after the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; ordate hereof; (d) by BuyerPurchaser, if: if the Closing shall not have occurred within (i) any of 45 days after the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct date hereof, or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that60 days after the date hereof, in either case, (A) would result in if the failure of the Closing to occur by such date shall have been caused by a condition set forth stay issued by the Bankruptcy Court upon motion of a creditor or other party in Section 8.02(ainterest (other than Sellers) relating to the Transaction or Section 8.02(bthe bidding process, provided, in the case of clauses (i) and (Bii) which is not curable orhereof, if curable, is not cured upon that the occurrence failure of the earlier Closing to occur by such applicable date shall not have been caused by, or result from, a breach of this Agreement by Purchaser; (1e) by Purchaser, in the thirtieth (30th) day after written notice thereof is given event of any material breach by Buyer Sellers of any of Sellers' agreements, representations or warranties contained herein and the failure of Sellers to Seller and (2) the day that is cure such breach within five (5) Business Days prior business days after receipt of written notice from Purchaser requesting such breach to be cured; (f) by Sellers, in the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in event of any material breach by Purchaser of this Agreementany of Purchaser's agreements, representations or warranties contained herein and the failure of Purchaser to cure such breach within five (5) business days after receipt of notice from Sellers requesting such breach to be cured; or (g) automatically, if the Bankruptcy Court deems a Person other than Purchaser as the Successful Bidder.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by written notice given prior to the Closing, be terminated: (ai) by mutual Buyer, if a breach of any of the representations, warranties or covenants of the Sellers set forth in this Agreement has been committed that individually or in the aggregate may reasonably be expected to result in Damages to Buyer Indemnitees under this Agreement exceeding $750,000 and such breach has not been (A) waived by Buyer or (B) cured by the Sellers within ten (10) days after their receipt of written consent of Seller and notice thereof from Buyer; (bii) by either Seller or Buyerthe Companies, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in a material breach of any of the representations, warranties, or covenants of Buyer set forth in this Agreement has been committed by Buyer and such breach has not been (other thanA) waived by the Companies or (B) cured by Buyer within ten (10) days after their receipt of written notice thereof from the Companies; (iii) by Buyer, if any of the conditions in Article VI has not been satisfied and if satisfaction of such condition is or becomes in the case reasonable opinion of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby impossible (other than a Financing Failure Event arising out through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or related to Buyer’s breachbefore the Closing Date; (iv) by the Companies, if any of the conditions in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that Article VII has not been vacated, withdrawn satisfied and if satisfaction of such condition is or overturned) restraining, enjoining or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of the Sellers to comply with their obligations under this Agreement; provided) and the Companies has not waived such condition on or before the Closing Date; (v) by mutual consent of Buyer and the Companies; (vi) by Buyer if, that during the period commencing on the date hereof and ending on the Closing Date, there shall have occurred any material adverse change in the operations, condition (financial or other), assets, prospects, results of operations or business of the Companies; (vii) by any of the Sellers, if the Closing has not occurred (other than through the failure of any party seeking to terminate pursuant this Agreement to this Section 9.01(b) shall have complied comply fully with its obligations, if any, obligations under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement) on or before January 31, 1998, or such later date as the parties may agree upon in writing; or (dviii) by Buyerthe Companies if there are any nonwillful or unintentional breaches of any representations, if: (i) any warranties or covenants of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in Companies under this Agreement that, in either case, (A) would that result in or have the failure of a condition set forth potential to result in Section 8.02(a) liabilities that individually or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon in the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by aggregate may reasonably be expected to result in Damages to Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate Indemnitees under this Agreement pursuant to this Section 9.01(d) if exceeding $750,000 and Buyer is in material breach of this Agreementhas not waived such breaches.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual Buyer if (i) it is not in material breach of its obligations under this Agreement, (ii) there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Sellers, and (iii) such breach has not been cured within thirty (30) days after written consent of Seller and Buyernotice thereof to Sellers; (b) by either Seller or Buyer, if: Sellers if (i) the Closing Date shall Sellers are not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of their obligations under this Agreement, (ii) there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement (other than, in on the case part of Buyer’s right under this Section 9.01(b), a failure and (iii) such breach has not been cured within thirty (30) days after written notice to Buyer; (i) by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds if (A) any of the Financing conditions in an amount sufficient Section 8 is or becomes impossible to consummate the transactions contemplated hereby satisfy (other than a Financing Failure Event arising out through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition, and (B) all conditions required under Section 9 (other than Section 9.6 and conditions with respect to actions that Buyer would take at the Closing itself) have been satisfied or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) waived; or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order by Sellers if (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (iA) any of the representations and warranties of Buyer contained conditions in Article V hereof shall fail Section 9 is or becomes impossible to be true and correct or satisfy (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(aSellers to comply with their obligations under this Agreement) or Section 8.03(b) and Sellers have not waived such condition, and (B) which is not curable or, if curable, is not cured upon all conditions required under Section 8 (other than Section 8.8 and conditions with respect to actions that Sellers would take at the occurrence of the earlier of (1Closing itself) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orhave been satisfied or waived; (d) by mutual written consent of Buyer and Sellers; (e) by Buyer if any Seller, or by Sellers if Buyer, if: becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such Party and such proceeding shall continue without dismissal or stay for a period of thirty (i30) any of consecutive days, or an order granting the representations and warranties of Seller contained relief requested in Article IV hereof shall fail to be true and correct or (ii) there such proceeding shall be a breach entered; or (f) by Seller of any covenant either Buyer or agreement of Seller in this Agreement that, in either case, Sellers if the Closing has not occurred (A) would result in other than through the failure of a condition set forth in Section 8.02(aany Party (or its Affiliate) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer seeking to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply with its obligations under this Agreement) on or before September 30, 2004.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent the Purchaser if (i) there is a material Breach of any covenant or obligation of the Seller and Buyersuch Breach shall not have been cured within ten days after the delivery of notice thereof to the Seller, or (ii) the Purchaser reasonably determines that the timely satisfaction by the date set forth in Sections 8.1(c) and (d) of any condition set forth in Section 6 has become impossible or impractical (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations set forth in this Agreement); (b) by either the Seller or Buyer, if: if (i) there is a material Breach of any covenant or obligation of the Closing Date Purchaser and such Breach shall not have occurred on been cured within ten days after the delivery of notice thereof to the Purchaser, or prior to September 30, 2015 (ii) the “End Date”); provided, Seller reasonably determines that neither party may terminate this Agreement pursuant to this the timely satisfaction by the date set forth in Sections 8.1(c) and (d) of any condition set forth in Section 9.01 if such party is in material breach of this Agreement 7 has become impossible or impractical (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a any failure to secure on the proceeds part of the Financing Seller to comply with or perform any covenant or obligation set forth in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04); (c) by Sellerthe Purchaser if the Closing has not taken place on or before September 30, if: 2002 (i) other than as a result of any failure on the part of the representations Purchaser to comply with or perform its covenants and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of obligations under this Agreement; or); (d) by Buyerthe Seller if the Closing has not taken place on or before September 30, if: 2002 (i) other than as a result of any failure on the part of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct comply with or (ii) there shall be a breach by Seller of perform any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition obligation set forth in Section 8.02(athis Agreement); or (e) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon by the occurrence mutual written consent of the earlier of (1) Purchaser and the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementSeller.

Termination Events. This Agreement Without limiting any other provision of this agreement (including clauses 3.10 and 19.1), this agreement may be terminated and at any time prior to 8.00am on the transactions contemplated herein may be abandonedSecond Court Date: (a) (End Date) by either party, if the Scheme has not become Effective on or before the End Date, unless the Scheme has not become Effective due to a breach by such party of its obligations under this agreement; (b) (lack of support or breach) (i) by XXXX if: (A) the Xxxxxx Board or any of its members changes or withdraws its recommendation to the Scheme Participants that they vote in favour of the Scheme, including any adverse modification to its recommendation, or otherwise makes a public statement indicating that it no longer supports the Transaction, or the Xxxxxx Board or any Xxxxxx Director recommends or supports a Competing Transaction; (B) any Tawana Director qualifies or withdraws their voting intention to vote the Xxxxxx Shares in which they have a Relevant Interest in favour of the resolution to approve the Scheme, in the absence of a Superior Proposal; or (C) at any time prior to the Closing: (a) by mutual written consent date of Seller and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (meeting at which the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b)AMAL Shareholder Resolutions will be considered, a failure by Buyer majority of the AMAL Board changes or withdraws their recommendation to perform its obligation to consummate AMAL Shareholders that they vote in favour of the Closing solely AMAL Shareholder Resolutions as a result of the AMAL Board, after making a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee determination in accordance with Section 9.02(bclause 15.6(b)) or , determining there is an AMAL Superior Proposal; (ii) by Xxxxxx if: (A) the AMAL Board or any court of its members changes or other Governmental Authority shall have issuedwithdraws its recommendation to AMAL Shareholders that they vote in favour of the AMAL Shareholder Resolutions, enactedincluding any adverse modification to its recommendation, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting makes a public statement indicating that it no longer supports the transactions contemplated by this Agreement; providedTransaction, that or the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04AMAL Board or any AMAL Director recommends or supports a Competing Transaction; (c) by Seller, if: (iB) any AMAL Director qualifies or withdraws their voting intention to vote the AMAL Shares in which they have a Relevant Interest in favour of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement thatAMAL Shareholder Resolutions, in either case, (A) would result in the failure absence of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreementan AMAL Superior Proposal; or (dC) by Buyerat any time prior to Scheme Meeting, if: (i) any a majority of the representations and warranties of Seller contained Xxxxxx Board changes or withdraws their recommendation to Scheme Participants that they vote in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence favour of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.Scheme as a result of:

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time prior to the Closing: , be terminated (ai) by mutual written consent Purchaser, if a material breach of any provision of this Agreement has been committed by Seller and such breach has not been waived, in writing, by Purchaser or cured by Seller within thirty (30) days of notice by Purchaser to Seller of such breach; (ii) by Seller, if a material breach of any provision of this Agreement has been committed by Purchaser and such breach has not been waived, in writing, by Seller or cured by Purchaser within thirty (30) days of notice by Seller to Purchaser of such breach; (iii) by Purchaser, if any of the conditions in Sections 6.1 or 6.2 has not been satisfied on or before November 15, 2006, or if satisfaction of such a condition by such date 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 Date; (iv) by Seller, if any of the conditions in Sections 6.1 or 6.3 has not been satisfied on or before November 15, 2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their respective obligations under this Agreement) and Buyer; Seller has not waived such condition on or before the Closing Date; (bv) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 Purchaser if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority Government authority shall have issuedissued an order, enacteddecree or ruling or taken any other action permanently enjoining, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining restraining or otherwise prohibiting the transactions contemplated by this AgreementAgreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that if the parties are diligently and in good faith progressing to Closing, either party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; may extend such date for one or more thirty (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th30) day after periods by giving written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Dateother party; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or or (dvi) by Buyer, if: (i) any mutual written consent of the representations Purchaser and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementSeller.

Termination Events. This ‌ The following shall constitute Termination Events, except where caused directly and specifically by the Province withholding any amount payable under this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior except to the Closingextent disputed by the Province in good faith: (a) by mutual written consent if the Contractor is declared or adjudged a bankrupt, makes a general assignment for the benefit of Seller and Buyercreditors, or takes the benefit of any legislation in force for (i) protection against creditors, (ii) orderly payment of debts, or (iii) winding up or liquidation; (b) by either Seller if a receiver or Buyer, if: (i) receiver-manager is appointed for the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds business of the Financing in an amount sufficient to consummate the transactions contemplated hereby Contractor (other than a Financing Failure Event arising out by one or more lenders or any trustee or representative on behalf of such lender or related to Buyer’s breach) in which case Buyer shall pay lenders of any of the Seller Termination Fee in accordance with Section 9.02(bSenior Debt Financing)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that unless the appointment is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04canceled within 21 days; (c) if any material part of the property of the Contractor is seized or attached and such seizure or attachment is not successfully contested by Seller, if: the Contractor within 21 days; (d) if the Contractor ceases active business operations; (e) if the Contractor carries on any business unrelated to the subject matter of this Agreement and does not cease to carry on such business within two Business Days of receiving notice to do so from the Province (in which context neither (i) any lending between the Contractor and any of the representations and warranties its general partners or any subsidiaries of Buyer contained in Article V hereof shall fail to be true and correct or its general partners , nor (ii) there any other non arm’s-length financial transactions, shall be considered to be carrying on a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior business unrelated to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach subject matter of this Agreement); (f) if, during the Construction Period and at any time during the Construction Season, the Contractor (by its own actions, and not merely by the actions of the subcontractor retained by the Contractor in respect of the Project unless the Contractor fails to diligently take action in response to abandonment of the Project by the subcontractor) abandons the Project; (g) if it is determined by arbitration pursuant to the Dispute Resolution Procedure and on a basis consistent with section 2.1(a), (b), and (c) of Schedule 9, except that such determination shall consider completed design work in respect of the Project, the fair market value of aggregate extracted by the Contractor from the aggregate source in the western part of the TUC and materials that have been fabricated, are located within Canada, and for which legal title has transferred to the Contractor, that the Contractor has failed to achieve: (i) by October 31, 2017, 15% completion of the PNI Project; or (dii) by BuyerOctober 31, if: 2018, 40% completion of the PNI Project; (h) if the Contractor fails to achieve PNI Traffic Availability by December 1, 2020 and there is a reasonable possibility that the Contractor will not achieve PNI Traffic Availability by October 1, 2021, as determined by the Province, acting reasonably including considering any plan submitted by the Contractor for achieving PNI Traffic Availability no later than October 1, 2021, and as determined at any time after December 1, 2020; (h.1) if the Contractor fails to achieve RNI Traffic Availability by October 1, 2022; (i) if at any time after the date that is one year before the PNI Traffic Availability Target Date it is determined by arbitration pursuant to the Dispute Resolution Procedure that there is no reasonable possibility of the Contractor achieving PNI Traffic Availability by October 1, 2021; (i.1) if at any time after the date that is one year before the RNI Traffic Availability Target Date it is determined by arbitration pursuant to the Dispute Resolution Procedure that there is no reasonable possibility of the Contractor achieving RNI Traffic Availability by October 1, 2022; (j) if during the PNI Operating Period or the Operating Period the Contractor (by its own actions, and not merely by the actions of the subcontractor retained by the Contractor in respect of the O&M unless the Contractor fails to diligently take action in response to abandonment of the O&M by the subcontractor) abandons the business of carrying out the O&M; (k) if the Contractor, having become subject to Payment Adjustments specified in any of sections 400.1.5 (including by cross-reference in sections 200.2.3.23 and 200.3.10), 400.2.5, 400.3.3.3, 400.3.4.3, and 400.4.2.4 of Schedule 18 (Technical Requirements) as a potential Termination Event, fails to within 10 days of receiving notification from the representations Province to do so submit to the Province a reasonable remedial plan for achieving due future performance of the O&M, or fails thereafter (but within the lesser of the duration of the remedial plan as specified therein or twelve months) to diligently implement and warranties carry out such remedial plan; (l) if the Contractor, having become subject to Payment Adjustments (excluding Traffic Volume Adjustments) in any 12 month period that in aggregate exceed 75% of Seller contained in Article IV hereof shall fail the aggregate O&M Payment (exclusive of any Major Rehabilitation Payment) during that 12 month period, fails to be true within 10 days of receiving notification from the Province to do so submit to the Province a reasonable remedial plan for achieving due future performance of the O&M, or fails thereafter to diligently implement and correct or carry out such remedial plan; (m) if after Traffic Availability the Contractor, other than: (i) for purposes expressly contemplated by Schedule 18 (Technical Requirements); or (ii) there shall be for reasons of public safety, exercised on a breach temporary basis; takes any steps to exclude or limit the public from lawfully using the Infrastructure for vehicle traffic or to prevent the performance by Seller the Province of any covenant or agreement statutory duty; or (n) if the Contractor, upon receiving a Notice of Seller in this Agreement thatDefault from the Province where the specified Default has a Material Adverse Effect (regardless of whether the Notice of Default so indicates), in either casefails to: (i) cure the Default within 21 days; or (ii) where the Default cannot by reasonable commercial efforts be cured within 21 days, communicate to the Province and initiate within that 21 days a commercially reasonable course of action designed to cure the Default, and thereafter diligently pursue that course of action until the Default is cured; or (Aiii) would result in where the failure Default is an Incurable Default, within 21 days communicate to the Province and initiate a commercially reasonable course of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon action designed to mitigate the occurrence consequences of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior Incurable Default to the End Date; provided maximum extent practicable, and thereafter diligently pursue that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach course of this Agreementaction until the consequences of the Incurable Default have been so mitigated.

Termination Events. This Agreement may be terminated and The occurrence of any one or more of the transactions contemplated herein may be abandoned, at any time prior to the Closingfollowing events shall constitute a “Termination Event”: (a) by mutual written consent of The Seller and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on fail to make any payment, transfer or prior deposit required to September 30, 2015 be made by it hereunder or under any other Transaction Document when due (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other thanor, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result default in payment of a failure to secure the proceeds of the Financing in an amount sufficient to consummate less than $10,000 resulting solely from an administrative error or omission by the transactions contemplated hereby Seller, such default continues for a period of one (other than a Financing Failure Event arising out of or related to Buyer’s breach1) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)Business Day) or (ii) shall fail to observe or perform any court other term, covenant or agreement hereunder or under any of the other Governmental Authority Transaction Documents to which the Seller is a party or by which the Seller is bound, and, other than with respect to a failure to perform the obligations contained in Section 6.1(a)(xii), such failure shall remain unremedied for ten (10) days after written notice thereof shall have issuedbeen given to the Seller by the Agent; or (b) any representation, enactedwarranty, enteredcertification or statement made or deemed made by the Seller in this Agreement or any other Transaction Document to which it is a party or in any other information, promulgated report or enforced document delivered pursuant hereto or thereto shall prove to have been incorrect in any Law material respect when made or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn deemed made or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementdelivered; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;or (c) by any Event of Bankruptcy shall occur with respect to the Parent, the Collection Agent (if different than the Parent), the Seller, if: (i) United Receivables I or any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementOriginator; or (d) by Buyer, if: a Collection Agent Default shall have occurred; or (ie) the Net Receivables Pool Balance shall be less than the Required Net Receivables Pool Balance for more than 1 Business Day. (f) there shall have occurred any material adverse change in the operations of the representations and warranties of Seller contained in Article IV hereof or the Collection Agent since March 31, 2003, or any other Material Adverse Effect shall fail to be true and correct or have occurred; or (iig) there shall be a breach by Seller “change of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Datecontrol”; provided that Buyer may not for the purposes of this clause only “change in control” means: (i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, but excluding Permitted Holders) shall acquire beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of 35% or more of the ordinary voting power represented by the outstanding Equity Interests of the Parent having ordinary voting power; (ii) during any 24 month period, individuals who at the beginning of such period constituted the Parent’s board of directors (together with any new directors whose election by the Parent’s board of directors or whose nomination for election by the Parent’s shareholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of such period or whose nomination or election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Parent; or (iii) any “change of control” or similar event, however denominated, shall occur under, and as defined in, the Parent Credit Agreement, any Subordinated Note Indenture or any document evidencing or governing any other Subordinated Debt; or (iv) any Originator shall cease to be a wholly-owned direct or indirect Subsidiary of the Parent. (h) any Person shall institute steps to terminate any Pension Plan if the assets of such Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA; or (i) any material provision of this Agreement pursuant or any other Transaction Document to this Section 9.01(dwhich the Seller is a party shall cease to be in full force and effect or shall cease to be a legal, valid and binding obligation of the Seller or the Seller shall so state in writing; or (j) if Buyer is in material breach as of this Agreementthe last day of any calendar month, (i) the three-month rolling average of the Default Ratio shall exceed 12.00%, (ii) the three-month rolling average of the Delinquency Ratio shall exceed 11.50%, (iii) the three-month rolling average of the Dilution Ratio shall exceed 4.00%, or (iv) the three-month rolling average Cash Turnover Days shall be less than 70 days. (k) A “Termination Event,” “Termination Date,” “Purchase Termination Date” or PCA Termination Event” or similar such event, regardless of the defined term used with respect thereto, shall occur under any Transaction Document; or

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the ClosingClosing as follows, and in no other manner: (a) by mutual written consent of Seller Motorola and BuyerTPG Holding; (b) by either Seller or Buyer, if: (i) Motorola if the Closing Date of the transactions contemplated by this Agreement shall not have occurred on or prior to before September 301, 2015 (1999, or such later date as may have been agreed upon in writing by the “End Date”); providedparties, PROVIDED, that neither party may terminate this Agreement pursuant any such failure to this Section 9.01 close is not 109 due to any failure to perform, default or breach by Motorola; PROVIDED, FURTHER, that Motorola may, in its sole discretion, by providing written notice to TPG Holding no later than August 27, 1999, extend such date from September 1, 1999 to October 1, 1999; PROVIDED, FURTHER, if such party date is in material breach of this Agreement (other thanextended to October 1, 1999, Motorola may, in the case of Buyer’s right under this Section 9.01(b)its sole discretion, a failure by Buyer providing written notice to perform its obligation TPG Holding no later than September 27, 1999, further extend such date from October 1, 1999 to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issuedNovember 1, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.041999; (c) by SellerTPG Holding, if: if the Closing of the transactions contemplated by this Agreement shall not have occurred on or before the later of September 1, 1999, and the date as extended by Motorola pursuant to clause (ib) above, or such later date as may have been agreed upon in writing by the parties; PROVIDED, that any such failure to close is not due to any failure to perform, default or breach by TPG Acquisition or TPG Holding; (d) by TPG Holding, provided it is not then in breach of any of its obligations hereunder, if Motorola fails to perform in any material respect any covenant in this Agreement when performance thereof is due or Motorola shall have breached in any material respect any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in and does not cure the failure or breach within thirty (30) days after TPG Holding delivers written notice thereof; or if there has been a material breach by Motorola of a condition set forth in Section 8.03(a) any of its representations, warranties or Section 8.03(b) covenants under this Agreement and (B) the Collateral Agreements which breach is not curable curable, or, if curable, is not cured upon the occurrence within thirty (30) days of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller thereof; PROVIDED, that TPG Holding shall not have the right to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to under this Section 9.01(cSECTION 14.1(d) if Seller is in for reason of a material breach by Motorola of any representation or warranty made by it in this AgreementAgreement if Motorola shall prove that such breach and the extent thereof was actually known by a member of the TPG Team on the date hereof; or110 (de) by BuyerMotorola, if: (i) provided it is not then in breach of any of its obligations hereunder, if TPG Acquisition or TPG Holding fails to perform in any material respect any covenant in this Agreement when performance thereof is due or TPG Acquisition or TPG Holding shall have breached in any material respect any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in and does not cure the failure or breach within thirty (30) business days after Motorola delivers written notice thereof; or if there has been a material breach by TPG Acquisition or TPG Holding of a condition set forth in Section 8.02(a) any of its representations, warranties or Section 8.02(b) and (B) covenants under this Agreement which breach is not curable curable, or, if curable, is not cured upon within thirty (30) days of written notice thereof. Any termination pursuant to this ARTICLE XIV shall not limit or restrict the occurrence rights or other remedies of any party; (f) by TPG Holding if it reasonably determines that either the conditions set forth in SECTION 12.7 or the conditions set forth in SECTION 12.8 cannot be satisfied prior to November 1, 1999; (g) by either TPG Holding or Motorola if any Governmental Authority shall have issued a permanent injunction, order, decree or ruling or taken any other action (which injunction, order, decree or ruling TPG Holding and Motorola shall use their Reasonable Efforts to lift), in each case permanently restraining, enjoining, rendering unlawful or otherwise prohibiting the consummation of the earlier of transactions contemplated by this Agreement, the Reorganization Agreement or the Collateral Agreements or any material part thereof in accordance with the terms hereof or thereof, and such order, decree, ruling or other action shall have become final and nonappealable; (1h) the thirtieth (30th) day after written notice thereof by TPG Holding if there shall have occurred a Material Adverse Effect which it reasonably determines is given by Buyer not likely to Seller and (2) the day that is five (5) Business Days be cured prior to November 1, 1999; 111 PROVIDED, that if Motorola notifies TPG Holding in writing of the End Date; provided that Buyer may not existence of a Material Adverse Effect occurring after the date hereof, TPG Holding shall be entitled to terminate this Agreement pursuant to this Section 9.01(dSECTION 14.1(h) by reason of the events, circumstances or state of facts having such Material Adverse Effect only for a period of 30 days following TPG Holding's receipt of Motorola's written notice; PROVIDED FURTHER, HOWEVER, that TPG Holding's right to terminate this Agreement shall be reinstated in the event that there shall occur a material and adverse exacerbation of such events, circumstances or state of facts; or (i) by TPG Holding if Buyer is the condition set forth in material breach of this AgreementSECTION 12.11 shall not have been satisfied prior to August 1, 1999.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) Sellers' Representative, if a material Breach of any court provision of this Agreement has been committed by the other party, and which Breach, unless waived by the terminating party, is incapable of being cured or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn cured prior to ten (10) days following such Breach; (i) by Buyer if any of the conditions in Section 7 has not been satisfied as of the Closing Date or overturned) restraining, enjoining if satisfaction of such a condition is or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; provided, that the party seeking to terminate pursuant to this Section 9.01(bor (ii) shall have complied with its obligationsby Sellers' Representative, if any, any of the conditions in Section 8 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 Sellers to comply with their obligations under Section 6.04this Agreement) and Sellers' Representative has not waived such condition on or before the Closing Date; (c) by Seller, if: mutual consent of (i) any of the representations Buyer, and warranties of (ii) Sellers' Representative; (d) by either (i) Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, Sellers' Representative if the Closing has not occurred (A) would result in other than through the failure of a condition set forth in Section 8.03(aany party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or Section 8.03(bbefore December 18, 2001, or such later date as the parties may agree upon; (e) and (B) which is not curable orby Buyer prior to Closing, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is within five (5) Business Days prior business days of receipt of any Update, which Update discloses facts of conditions that would make Section 7.1 impossible to the End Date; provided that Seller may not satisfy, Buyer notifies Sellers of its decision to terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (df) by Buyerthe Sellers' Representative prior to Closing, if: (i) if any material fact or issue has arisen that could reasonably be expected to make the consummation of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach financing contemplated by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement4.6 unlikely.

Termination Events. This By notice given prior to or at the Closing, subject to Section 11.2, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingas follows: (a) by mutual Buyer if a material Breach of any provision of this Agreement has been committed by either Seller or Shareholder and such Breach has not been (i) cured within 10 days of receipt by Principal Seller of written consent notice of Seller and such Breach or (ii) waived by Parent or Buyer; (b) by either Principal Seller if a material Breach of any provision of this Agreement has been committed by Buyer or Buyer, if: Parent and such Breach has not been (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach cured within 10 days of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure receipt by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds written notice of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) such Breach or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated waived by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Principal Seller; (c) by Seller, if: (i) Buyer if any of the representations and warranties of Buyer contained condition in Article V hereof shall fail to be true and correct 9 has not been satisfied by January 31, 2002 or if satisfaction of such a condition by such date is or becomes impossible (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) Buyer or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Parent to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of comply with its obligations under this Agreement; or), and Buyer has not waived such condition on or before such date; (d) by BuyerPrincipal Seller if any condition in Article 10 has not been satisfied by January 31, if: 2002 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of either Seller or Shareholder to comply with its obligations under this Agreement), and Principal Seller has not waived such condition on or before such date; (e) by mutual consent of Buyer and Principal Seller; (f) by Shareholder if a Superior Proposal is received; (g) by Buyer if the Closing has not occurred on or before January 31, 2002, or such later date as the parties may agree upon, unless Buyer or Parent is in material Breach of this Agreement; (h) by Principal Seller at any time that is after November 30, 2001, and prior to such time as either (x) Xxxxx has given its consent to the Contemplated Transactions or (y) Buyer and Parent have each waived in writing the Xxxxx consent as a condition to Closing; (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to or Principal Seller and (2) the day at any time that is five (5) Business Days after November 30, 2001, and prior to such time as the End DateXxxxxxx Consent has been either granted or deemed granted by the passage of time; provided that Buyer or (j) by Principal Seller if the Closing has not occurred on or before January 31, 2002, or such later date as the parties may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer agree upon, unless either Seller or Shareholder is in material breach Breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller the Sellers and the Buyer; (b) by either Seller the Sellers or the Buyer, if: (i) if the Closing Date shall not have occurred on or prior before August 31, 2008 (provided that the right to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to under this Section 9.01 if 9.1(b) shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of the Closing to occur on or before such party is in material date and such action or failure to act constitutes a breach of this Agreement Agreement); (other thanc) by either the Sellers or the Buyer, in the case if any Governmental Body of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority competent jurisdiction shall have issuedissued a final, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, nonappealable injunction permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyerthe Sellers, if: (i) if the Buyer has breached any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any representation, warranty, covenant or agreement on the part of Seller the Buyer contained in this Agreement thatin any material respect, in either casewhich breach would, (A) would result in individually or together with all such other then uncured breaches by the failure of a condition Buyer, constitute grounds for the conditions set forth in Section 8.02(a) 8.1 or Section 8.02(b) 8.2 not to be satisfied at the Closing Date and (B) which is not curable or, if curable, such breach is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day within 15 Business Days after written notice thereof to the Buyer; (e) by the Buyer, if the Sellers have breached any representation, warranty, covenant or agreement on the part of the Sellers contained in this Agreement in any material respect, which breach would, individually or together with all such other then uncured breaches by the Sellers, constitute grounds for the conditions set forth in Section 7.1 or 7.2 not to be satisfied at the Closing Date and such breach is given by Buyer to Seller and (2) the day that is five (5) not cured within 15 Business Days prior after written notice thereof to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(dSellers; (f) by the Sellers if the Buyer is in material breach of this the Marketing Agreement, which material breach is not cured within 15 Business Days after written notice thereof to the Buyer; or (g) by the Buyer if any of the Sellers are in material breach of the Marketing Agreement, which material breach is not cured within 15 Business Days after written notice thereof to the Buyer.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: 11.1.1 by mutual consent of the Acquiror and the Shareholders (acting jointly); 11.1.2 by the Acquiror, if any of the conditions in Section 9 have 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 the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholders (acting jointly), if any of the conditions in Section 10 have 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 any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 by the Acquiror or the Shareholders (acting jointly), if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or any Shareholder (in the case the Shareholders (acting jointly) seek to terminate this Agreement) to comply with their respective obligations under this Agreement, forty-five (45) days after the final mailing of the Schedule 14(f) Filing to the stockholders of the Acquiror (which mailing shall occur within two (2) Business Days after the end of the SEC review period of the Schedule 14(f) Filing),or such later date as the parties may be terminated and agree upon ( the "Outside Date"); 11.1.4 by either the Acquiror or the Shareholders (acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby; 11.1.5 by the Acquiror, at any time if, prior to the Closing: (a) by mutual written consent Closing Date, the Company or any Shareholder is in material breach of Seller any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 11.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.6 by the Shareholders (other than, in the case of Buyer’s right under this Section 9.01(bacting jointly), a failure by Buyer if, prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient date of notice of default served by the Shareholders claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s cure such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c11.1.6 shall not be available to the Shareholders (acting jointly) if Seller any Shareholder is in material breach of this AgreementAgreement at the time notice of termination is delivered; or (d) 11.1.7 by Buyerthe Acquiror, if: , prior to the Closing Date, the Acquiror Board approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Acquiror or the Acquiror Subsidiaries or any capital stock or any material portion of the assets of the Acquiror or any Acquiror Subsidiary, or any combination of the foregoing (an "Acquisition Transaction"), provided that a majority of the members of the Acquiror Board have determined in good faith and on reasonable basis, after consultation with outside counsel and advisors, that (i) any such Acquisition Transaction is more favorable from a financial point of view to the representations Acquiror's stockholders than the transactions contemplated by this Agreement and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be failure to take such action would constitute a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier fiduciary duties of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementAcquiror Board under applicable Law.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, by this Agreement abandoned at any time prior to the Closing: (a) by mutual written consent of Seller Buyer and BuyerSellers; (b) by Buyer if there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of either Seller and such breach has not been cured within ten (10) business days after written notice to the applicable Seller (provided, that Buyer is not in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.2(a) or BuyerSection 7.2(b) hereof, as the case may be, will not be satisfied; (c) by Sellers if there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Buyer and such breach has not been cured within (10) ten business days after written notice to Buyer (provided, that neither Seller is in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3(a) or Section 7.3(b) hereof, as the case may be, will not be satisfied; (d) by Buyer or either Seller if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Closing Date transactions contemplated by this Agreement 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 contemplated by this Agreement by any Governmental Entity which would make consummation of the transactions contemplated by this Agreement illegal or which would prohibit Buyer’s ownership or operation of the Acquired Assets, or compel Buyer to dispose of or hold separate all or a material portion of the business or assets of Sellers or Buyer as a result of the transactions contemplated by this Agreement; or (e) by Buyer or either Seller if the transactions contemplated by this Agreement shall not have occurred on or prior been consummated within ninety (90) days of the date of this Agreement. Where action is taken to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if 9.1, such party is in material breach action shall be authorized by the board of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds directors of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementtaking such action.

Termination Events. This Agreement may be terminated and Any one or more of the transactions contemplated herein may be abandoned, at any time prior to the Closingfollowing events shall constitute a Termination Event: (a) by mutual written consent of Seller and Buyer;the Borrower fails to pay any principal, interest, fees or other amounts under the Loan Documents on the date when due; or (b) by either Seller the Borrower fails to comply with any covenant or Buyeragreement contained in Section 6.7 (Accounts), if: Section 7.1 (iProhibition of Fundamental Changes, etc.), Section 7.2 (Distributions, Restricted Payments), Section 7.3 (Conduct of Business), Section 7.4 (Liens), Section 7.5 (Purchase of Assets, Investments; Loans) the Closing Date shall not have occurred on or prior to September 30Section 7.6 (Indebtedness, 2015 (the “End Date”Guarantees); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;or (c) at any time, funds on deposit in any Account are used by Seller, if: (i) any or on behalf of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer Borrower other than for the purposes expressly specified in this Agreement that, in either case, (A) would result in or are withdrawn by or at the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence direction of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement Borrower other than as expressly permitted pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) the Borrower fails to comply with any covenant or agreement under this Agreement or under any other Loan Document (other than those specified in subsections (a), (b) or (c) above), and such failure is not remedied within 30 days after notice thereof from the Lender to the Borrower; or (e) any representation or warranty made by Buyerthe Borrower in any Loan Document, if: or in any certificate or document delivered to the Lender by the Borrower pursuant to any Loan Document, proves to have been incorrect when made or deemed made and such failure is not remedied within 10 days after notice thereof from the Lender to the Borrower; or (i1) the Borrower or the Collateral Manager shall commence any case or other proceeding (A) under the Bankruptcy Code or any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, shall make a general assignment for the benefit of its creditors; or (2) there shall be commenced against the Borrower any case or other proceeding of a nature referred to in clause (1) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (3) there shall be commenced against the Borrower any case or other proceeding seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (4) the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the representations and warranties of Seller contained acts set forth in Article IV hereof clause (1), (2) or (3) above; or (5) the Borrower shall fail generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) The Collateral Manager’s business or financial condition undergoes a Material Adverse Effect, other than as described in Section 8.1(f), or the Collateral Management Agreement shall be terminated or cease to be true in full force and correct effect; or (h) any Loan Document to which the Borrower is a party ceases, for any reason, to be in full force and effect or any party thereto shall so assert in writing and any such event continues for ten days after the earlier of the Lender giving notice and the Borrower becoming aware of such event; or (ii) there shall any Security Document to which the Borrower is a party ceases, except in accordance with its terms, to be effective to grant a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, perfected Lien on the Collateral described therein (Aother than on an immaterial portion thereof) would result in with the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer priority purported to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementbe created thereby.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual either Buyer or Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written consent of Seller notice is given specifying the Breach and Buyerdemanding it to be remedied; (bi) by either Seller or Buyer, if: (i) Buyer if any of the conditions in Article IX has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if satisfaction of such party a condition is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby or becomes impossible (other than a Financing Failure Event arising out through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or related to Buyer’s breach) in which case Buyer shall pay before the Seller Termination Fee in accordance with Section 9.02(b)) Closing Date; or (ii) by Sellers, if any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that of the conditions in Article X has not been vacated, withdrawn satisfied as of the Closing Date or overturned) restraining, enjoining if satisfaction of such a condition is or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of Sellers to comply with their obligations under this Agreement; provided, that ) and Sellers have not waived such condition on or before the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Closing Date; (c) by Seller, if: (i) any of the representations and warranties mutual consent of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementSellers; or (d) by Buyereither Buyer or Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, if: 1998, or such later date as the parties may agree upon; or (i) by Buyer if a material Breach of any provision of any of the representations Purchase Agreements has been committed by any party other than Buyer thereto and warranties of Seller contained in Article IV hereof shall fail such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written notice is given specifying the Breach and demanding it to be true and correct remedied, or (ii) there shall be by Buyer if any of the conditions precedent to Buyer's obligation to close any of the Purchase Agreements has not been satisfied as of the Closing Date or if satisfaction of such a breach by Seller of any covenant condition is or agreement of Seller in this Agreement that, in either case, becomes impossible (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(bBuyer to comply with its obligations under this Agreement) and (B) which is Buyer has not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and The occurrence of any one or more of the transactions contemplated herein may be abandoned, at any time prior to the Closingfollowing events shall constitute a Termination Event: (a) by mutual written consent of Seller and BuyerA Servicer Termination Event shall occur; (b) by either Seller or Buyer, if: any of the following shall occur at any time: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 Default Ratio (Three Month) as at the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party end of any Reporting Period is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other greater than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or 0.40%; (ii) the average of the Delinquency Ratios calculated as at the end of three consecutive Reporting Periods is greater than 0.40%; (iii) the average of the Payment Rates calculated in respect of three consecutive Reporting Periods is less than 17.0%; (iv) the Excess Spread in respect of any court or other Governmental Authority shall have issuedReporting Period is less than 1.25% per annum; or (v) after giving effect to any payments on any Settlement Date, enacted, entered, promulgated or enforced any Law or Governmental Order (that the Net Receivables Balance as disclosed in the most recent Servicer Report is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting less than the transactions contemplated by this Agreement; provided, that Purchaser’s Ownership Amount calculated based on the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Aggregate Net Investment after such Settlement Date; (c) by Sellerthe Performance Guarantor shall cease to own and control, if: (i) any directly or indirectly, 100% of the representations issued and warranties outstanding capital stock of Buyer contained in Article V hereof the Seller or the Performance Guarantor or the Seller shall fail to be true and correct enter into any agreement or (ii) there shall be a breach by Buyer of take any covenant or agreement of Buyer in this Agreement that, in either case, (A) action that would result in any such event; (d) the failure Performance Guarantor shall sell, convey, transfer or otherwise dispose of all or any substantial part of its assets in a condition set forth single transaction or in a series of related transactions which would have a Material Adverse Effect; (e) the Purchase hereunder shall for any reason (other than pursuant to the terms hereof), cease to create, or the Purchased Interest shall for any reason cease to be, a valid and perfected first priority undivided ownership interest to the extent of the Purchased Interest in each Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim except any Permitted Adverse Claim; or (f) if a Backup Servicing Agreement has been entered into, it shall at any time be terminated or cease to be in effect other than as permitted under Section 8.03(a) 5.1(j); provided that if a Backup Servicing Agreement has been terminated or Section 8.03(b) ceases to be in effect due to the breach or default of the Backup Servicer, or because the Backup Servicer has resigned, then the Seller shall have an additional 120 days to enter into a replacement Backup Servicing Agreement, then, and (B) in any such event, but only so long as such Termination Event is continuing, the Purchaser may by notice to the Seller and Servicer declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, in each event without demand, protest or further notice of any kind, all of which is not curable orare hereby expressly waived by the Seller; provided, if curablehowever, is not cured that upon the occurrence of a Termination Event described in subsection (h) of the earlier definition of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior Servicer Termination Event, or of an actual or deemed entry of an order for relief with respect to the End Date; provided that Seller may not terminate this Agreement or the Performance Guarantor under an Insolvency Statute, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Seller and the Performance Guarantor. Upon the occurrence of the Termination Date for any reason whatsoever pursuant to this Section 9.01(c) if Seller is 7.1, the Purchaser has, in material breach addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the PPSA of this Agreement; or (d) by Buyerall applicable jurisdictions and all other applicable laws, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there which rights shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementcumulative.

Termination Events. This Agreement may be terminated (a) If the Holder's employment with the Company terminates while the Option is outstanding and the transactions contemplated herein may be abandonedunexercised, at any time prior to the Closingin whole or in part: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred if such termination occurs for any reason on or prior to September 30the first anniversary of the Employment Date, 2015 or if such termination occurs at any time as a result of the termination by the Company for Cause, the Option shall terminate and cease to be exercisable upon the date of such termination; and (ii) if such termination occurs after the “End Date”); providedfirst anniversary of the Employment Date other than as a result of termination by the Company for Cause, that neither party may the Option shall immediately terminate this Agreement with respect to any Option Shares which have not yet become vested and exercisable pursuant to Section 3.3. With respect to Option Shares which have become vested and exercisable pursuant to Section 3.3 and which do not otherwise terminate and cease to be exercisable pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than3.5, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer Option shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final terminate and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail cease to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, exercisable for all such Option Shares (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of on the earlier of (1) six months after the thirtieth (30th) day after written notice thereof is given by Seller to Buyer date of such termination of employment and (2) the day that is five (5) Business Days prior to the End Expiration Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) , if Seller is in material breach such termination of this Agreement; or (d) by Buyer, if: (i) any employment occurs other than as a result of the representations and warranties voluntary termination of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach employment by Seller of any covenant or agreement of Seller in this Agreement thatthe Holder, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of on the earlier of (1) thirty (30) days after the thirtieth (30th) day after written notice thereof is given by Buyer to Seller date of such termination of employment and (2) the day that is five Expiration Date, if such termination of employment occurs as a result of the voluntary termination of employment by the Holder. (5b) Business Days The Company shall use its reasonable best efforts to give notice to the Holder not less than fifteen (15) days prior to the End Date; provided that Buyer may not consummation of a Fundamental Change or a Stock Sale. Upon the consummation of a Fundamental Change or Stock Sale, the Option shall terminate this Agreement pursuant for all Unpurchased Option Shares. (c) In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, the Option shall terminate for all Unpurchased Option Shares immediately prior to this such dissolution, liquidation or winding-up. (d) Notwithstanding subparagraphs (a), (b), or (c) above, if the Holder violates Section 9.01(d) if Buyer is in material breach 6, the Option shall terminate and cease to be exercisable as of this Agreementand after the time of such violation.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyerthe Purchaser, if: if (i) the Closing Date Purchaser shall not have occurred received Company Stockholder Consent and Joinders representing the Requisite Stockholder Approvals and the Voting Agreement Approvals within twenty-four (24) hours following the execution of this Agreement, (ii) the Purchaser has received evidence that the satisfaction of any condition set forth in Section 10.1(b), Section 10.1(c), Section 10.1(e) or Section 10.1(h) has become impossible (other than as a result of any failure on the part of the Purchaser to comply with or perform any covenant or obligation of the Purchaser set forth in this Agreement), (iii) the Closing has not taken place on or prior to September 30before July 31, 2015 2018 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement ) (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a any failure to secure on the proceeds part of the Financing Purchaser to comply with or perform any covenant or obligation of the Purchaser set forth in an amount sufficient to consummate this Agreement), or (iv) the transactions contemplated hereby (other than a Financing Failure Event arising out Company breaches any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or related to Buyer’s breach) if any representation or warranty of the Company shall have become untrue, in which either case Buyer shall pay such that the Seller Termination Fee conditions set forth in accordance with Section 9.02(b)10.1(f) or (iiSection 10.1(g) any court would not be satisfied as of the time of such breach or other Governmental Authority as of the time such representation or warranty shall have issuedbecome untrue, enactedand such breach or untrue representation or warranty is incapable of being cured by the End Date, enteredor if capable of being cured, promulgated is not cured by the earlier of the End Date and the twentieth (20th) Business Day following written notice of such breach or enforced any Law untrue representation or Governmental Order warranty from the Purchaser; Table of Contents (that is final and non-appealable and that has not been vacated, withdrawn or overturnedb) restraining, enjoining or otherwise prohibiting by the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligationsCompany, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof Company shall fail to be true and correct or (ii) there shall be a breach by Buyer have received evidence that the satisfaction of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a10.2(b), Section 10.2(c) or Section 8.03(b10.2(e) has become impossible (other than as a result of any failure on the part of the Company or the Company Equityholders to comply with or perform any covenant or obligation of the Company or the Company Equityholders set forth in this Agreement), (ii) the Closing has not taken place on or before the End Date (other than as a result of any failure on the part of the Company or the Company Equityholders to comply with or perform any covenant or obligation of the Company or the Company Equityholders, as applicable, set forth in this Agreement), or (iii) the Purchaser breaches any representation, warranty, covenant or agreement on the part of the Purchaser set forth in this Agreement, or if any representation or warranty of the Purchaser shall have become untrue, in either case such that the conditions set forth in Section 10.2(f) or Section 10.2(g) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and (B) which such breach or untrue representation or warranty is not curable orincapable of being cured by the End Date, or if curablecapable of being cured, is not cured upon the occurrence of by the earlier of the End Date and the twentieth (120th) the thirtieth (30th) day after Business Day following written notice thereof is given by Seller to Buyer and (2) of such breach or untrue representation or warranty from the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.Company;

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by written notice given prior to or at the Closing, be terminated: (a) by mutual either CH2M HILL or Sellers, acting through written consent notification of Seller the Sellers’ Majority, if a material breach of any provision of this Agreement has been committed by the other Party, including any material misrepresentation or a material breach of warranty or a material breach of a covenant by the other Party, which has not been cured within ten (10) Business Days after written notification thereof by the non-breaching Party to the breaching Party, and Buyersuch breach has not been waived; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 by CH2M HILL if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds any of the Financing conditions in an amount sufficient Section 7 (Conditions Precedent to consummate the transactions contemplated hereby CH2M HILL’s Obligation to Close) has not been satisfied as of October 31, 2007 or if satisfaction of such a condition is or becomes impossible (other than a Financing Failure Event arising out through the failure of CH2M HILL to comply with its obligations under this Agreement) and CH2M HILL has not waived such condition on or related to Buyer’s breach) in which case Buyer shall pay before the Seller Termination Fee in accordance with Section 9.02(b)) Closing Date; or (ii) by Sellers, acting through written notification of the Sellers’ Majority, if any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order of the conditions in Section 8 (that is final and non-appealable and that Conditions Precedent to Sellers’ Obligation to Close) has not been vacatedsatisfied as of October 31, withdrawn 2007 or overturned) restraining, enjoining if satisfaction of such a condition is or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of Sellers or VECO to comply with their obligations under this Agreement; provided, that ) and Sellers have not waived such condition on or before the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Closing Date; (c) by Seller, if: (i) any mutual consent of the representations CH2M HILL and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementSellers; or (d) by Buyereither CH2M HILL or Sellers, if: acting through the Sellers’ Majority, if the Closing has not occurred (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer any Party seeking to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to comply fully with its obligations under this Section 9.01(dAgreement) if Buyer is in material breach on or before October 31, 2007, or such later date mutually agreed to by the Parties; or (e) by XX0X XXXX xxxx XX0X XXXX’s determination, at any time following the execution of this Agreement, in its sole discretion based on its investigation and review of the business, operations, prospects, condition (financial or otherwise), assets or liabilities of the Acquired Companies that it is not in CH2M HILL’s best interest to proceed with the Transaction.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller the Purchaser, the Company and Buyerthe Selling Unit Holders; (b) by the Purchaser if the Closing has not taken place on or before 5:00 p.m. (Mountain Time) on January 25, 2018; (c) by the Selling Unit Holders if the Closing has not taken place on or before 5:00 p.m. (Mountain Time) on January 25, 2018; (d) by either Seller the Purchaser or Buyer, all the Selling Unit Holders if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach a court of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court competent jurisdiction or other Governmental Authority Body shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatedorder, withdrawn decree or overturned) ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by sale of the Units pursuant to this Agreement; providedor (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the sale of the Units by any Governmental Body that would make the party seeking to terminate sale of the Units pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Agreement illegal; (ce) by Seller, the Purchaser if: (i) any of the representations and warranties of Buyer the Company and the Selling Unit Holders contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement thatshall be inaccurate as of the date of this Agreement, in either case, (A) would result in the failure or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.03(a7.1 would not be satisfied; or (ii) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence any of the earlier covenants of the Company or the Selling Unit Holders contained in this Agreement shall have been breached 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 the Company and the Selling Unit Holders as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company or the Selling Unit Holders is curable by the Company or the Selling Unit Holders through the use of reasonable efforts within 15 days after the Purchaser notifies the Selling Unit Holders in writing of the existence of such inaccuracy or breach (1the “Company Cure Period”), then the Purchaser may not terminate this Agreement under this Section 9.1(e) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days as a result of such inaccuracy or breach prior to the End Date; provided expiration of the Company Cure Period, so long as the Company and the Selling Unit Holders, during the Company Cure Period, continue to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Seller the Purchaser may not terminate this Agreement pursuant to this Section 9.01(c9.1(e) with respect to such inaccuracy or breach if Seller such inaccuracy or breach is in material breach cured prior to the expiration of this Agreementthe Company Cure Period); or (df) by Buyer, the Selling Unit Holders if: (i) any of the Purchaser’s representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thatshall be inaccurate as of the date of this Agreement, in either case, (A) would result in the failure or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.02(a8.1 would not be satisfied; or (ii) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence any of the earlier Purchaser’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Purchaser is curable by the Purchaser through the use of reasonable efforts within 15 days after the Selling Unit Holders notify the Purchaser in writing of the existence of such inaccuracy or breach (1the “Purchaser Cure Period”), then the Selling Unit Holders may not terminate this Agreement under this Section 9.1(f) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days as a result of such inaccuracy or breach prior to the End Date; provided expiration of the Purchaser Cure Period, so long as the Purchaser, during the Purchaser Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer the Selling Unit Holders may not terminate this Agreement pursuant to this Section 9.01(d9.1(f) with respect to such inaccuracy or breach if Buyer such inaccuracy or breach is in material breach cured prior to the expiration of this Agreementthe Purchaser Cure Period).

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 herein may be abandoned, at any time prior to the Closingas follows: (a) by mutual written consent Buyer if a material Breach of any provision of this Agreement has been committed by Seller or Shareholders and such Breach has not been waived by Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in a material breach Breach of any provision of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure has been committed by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that such Breach has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated waived by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Seller; (c) by Buyer if any condition in Section 7 has not been satisfied as of the date specified for Closing in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date; (d) by Seller if any condition in Section 8 has not been satisfied as of the date specified for Closing in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller or the Shareholders to comply with their obligations under this Agreement), and Seller has not waived such condition on or before such date; (e) by mutual consent of Buyer and Seller, if: ; (f) by Buyer if (i) any Seller fails or refuses to Close five Business Days after Xxxxx Xxxxxxxx has delivered to Buyer audited financial statements of Seller for the representations fiscal years ended December 31, 2002, 2003, and warranties of Buyer contained in Article V hereof shall fail to be true and correct 2004, or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior after Xxxxx Xxxxxxxx notifies the parties that it is unable to prepare audited financial statements of Seller for the End Date; provided that Seller fiscal years ended December 31, 2002, 2003, and/or 2004, or (iii) such later date as the parties may not terminate this Agreement pursuant to this Section 9.01(c) if Seller agree upon, unless the Buyer is in material breach Breach of this Agreement; or (dg) by Buyer, if: Seller if (i) any of the representations and warranties Buyer fails or refuses to Close five Business Days after Xxxxx Xxxxxxxx has delivered to Buyer audited financial statements of Seller contained in Article IV hereof shall fail to be true for the fiscal years ended December 31, 2002, 2003, and correct 2004, or (ii) there shall be a breach by Seller of any covenant or agreement ) five Business Days after Xxxxx Xxxxxxxx notifies the parties that it is unable to prepare audited financial statements of Seller in this Agreement thatfor the fiscal years ended December 31, in either case2002, (A) would result in 2003, and/or 2004, or such later date as the failure of a condition set forth in Section 8.02(a) parties may agree upon, unless the Seller or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is Shareholders are in material breach Breach of this Agreement.

Termination Events. This Agreement may be terminated and abandoned by mutual written consent of the transactions contemplated herein may be abandonedSellers and Buyers, or by written notice given at any time or prior to the ClosingFinal Closing in the manner hereinafter provided: (a) By either Buyer if a material default or breach shall be made by mutual written consent the Sellers or the other Buyer with respect to the due and timely performance of Seller any Sellers' or other Buyer's covenants and Buyeragreements contained herein, and such default or breach shall not have been cured within ten Business Days after receipt by such Sellers or other Buyer of notice of such default; (b) By the Sellers if a material default or breach shall be made by either Seller Buyer with respect to the due and timely performance of any of such Buyer's covenants and agreements contained herein, and, subject to clause (d) below, such default or Buyer, if: breach shall not have been waived or shall not have been cured within ten Business Days after receipt by such Buyer of notice of such default; (ic) If the Final Closing Date shall not have occurred on or prior before the earlier of (i) date 65 days after the date hereof and (ii) five Business Days following the expiration or termination of the waiting period under the HSR Act (subject to September 30, 2015 (an extension of up to an additional five Business Days by either Buyer or either Seller if consummation of the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if Final 120 127 Closing in such party five Business Day period is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(bnot practicable), a failure or such later date as may be unanimously agreed upon by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds parties, by (i) either of the Financing Sellers, unless the Final Closing shall not have occurred through failure of any Seller to comply in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance all material respects with Section 9.02(b)) its obligations hereunder; or (ii) any court or other Governmental Authority either of the Buyers, unless the Final Closing shall not have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting occurred through failure of the transactions contemplated by this Agreement; provided, that the party seeking terminating Buyer to terminate pursuant to comply in all material respects with its obligations hereunder. Each party's right of termination under this Section 9.01(b) shall 11.1 is in addition to any other rights it may have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementotherwise.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) Each of the following events may, in the IESO’s sole and absolute discretion, trigger the early termination of the Funding Agreement, provided that the events described in Sections 8.3(a)(vii) through 8.3(a)(ix) shall trigger the automatic early termination of the Funding Agreement (each a “Termination Event”): (i) in the opinion of the IESO, the Recipient has provided false or misleading information in its Application, the Funding Agreement, a Deliverable, or in any other communication with the IESO, whether written, oral, or by mutual omission; (ii) the Recipient commits, or the IESO reasonably believes that the Recipient has committed, any act of fraud in relation to the IESO, the Project Partnership, the Partnership Rules, the Funding Agreement, or any of the other Support Programs, or has been convicted under the Criminal Code (Canada) of fraud or a fraud-related offence; (iii) any of the events in Sections 7.1(f)(i), 7.1(h)(ii), or 7.1(h)(iii) have occurred; (iv) the Recipient is no longer eligible to participate in the EPP; (v) the Recipient notifies the IESO in writing that it wishes to withdraw from the EPP; (vi) the IESO determines that the Project Partnership has been divided, or the Recipient has been formed, for the purpose of increasing the amount of funding that may be available to the Recipient under the EPP; (vii) the Recipient ceases to do business as a going concern, admits in writing its inability to pay debts as they become due, files or becomes the subject of a petition in bankruptcy, appoints a receiver, acquiesces in the appointment of a receiver or trustee, becomes insolvent, makes an assignment for the benefit of creditor, goes into liquidation or receivership or otherwise loses legal control of its business; (viii) funding to the IESO is terminated or the EPP is suspended, revoked, or terminated; and (ix) the IESO terminates the Funding Agreement for convenience by providing written consent notice to the Recipient, in which case the Funding Agreement will be terminated effective on the date (the “Termination for Convenience Date”) that is ten (10) Business Days following the date of Seller and Buyer;such written notice. (b) by either Seller or Buyer, if: (i) Should the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Funding Agreement be terminated pursuant to this a Termination Event listed in Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b8.3(a), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure IESO will provide the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance Recipient with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (written notice that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, states that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any Funding Agreement is terminated effective the date of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsuch notice.

Termination Events. This Notwithstanding anything to the contrary set forth herein, this Agreement may may, by written notice given prior to or at the Closing, be terminated and the transactions contemplated herein hereby may be abandoned, abandoned at any time prior to the ClosingClosing as follows: (a) By Seller if Closing has not occurred by mutual written consent of Seller and BuyerFebruary 21, 2020; (b) by Buyer if there has been a Material Adverse Effect, or if an event or circumstance has occurred which would reasonably be expected to result in a Material Adverse Effect; (c) by Buyer pursuant to its right to terminate under Section 6.15 if any part of the Purchased Assets is damaged, lost or destroyed (whether by fire, theft, vandalism or other cause or casualty) in whole or in part prior to Closing, and either the fair market value of such damage, loss or destruction is equal to or greater than $1,500,000, or the Facility has suffered material damage; (d) by either Buyer or Seller or Buyer, if: (i) by providing written notice to the Closing Date shall not have occurred other at any time on or prior to September 30before February 21, 2015 2020 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this ) if the Closing shall not have occurred by reason of the impossibility of satisfying any condition set forth in Section 9.01 if such party is in material breach of this Agreement (other than3.02, in the case of Buyer’s , or Section 3.03 in the case of Seller, (unless the impossibility of satisfying any such condition is the result of one or more breaches or violations of, or inaccuracy in, any covenant, agreement, representation or warranty set forth in this Agreement by the terminating party); (e) by either Buyer or Seller by providing written notice to the other at any time on or after the End Date if the Closing shall not have occurred by the End Date; provided, however, that the right to terminate this Agreement under this Section 9.01(b)8.01(e) shall not be available to a party whose failure to fulfill any obligation under this Agreement or breach of any representation or warranty under this Agreement has been the cause of, a or resulted in, the failure by Buyer to perform its obligation to consummate of the Closing solely as to occur by the End Date; (f) by either Buyer or Seller if a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issuedfinal nonappealable order permanently enjoining, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining restraining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) Closing shall have complied with its obligations, if any, under Section 6.04; (c) been issued by Seller, if: (i) any a Governmental Authority of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreementcompetent jurisdiction; or (dg) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or mutual written agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) Buyer and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementSeller.