Common use of Termination of the Merger Agreement Clause in Contracts

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Stockholders: (i) by mutual written consent of the Company and Parent or by the mutual action of their respective Boards of Directors; (ii) by either Parent or the Company if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, and such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent if the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements in the Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform is incapable of being cured or has not been cured within one business day prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Timeeffective time, whether before or after adoption of the Merger Agreement by required approval from the StockholdersYouku shareholders and Tudou shareholders has been obtained: (i) by mutual written consent of the Company Xxxxx and Parent or by the mutual action of their respective Boards of DirectorsXxxxx; (ii) by either Parent Youku or Tudou, if: • the Company Merger is not completed by August 31, 2012, provided that this termination right is not available to a party if the failure of the Merger to have been completed on or before such date was primarily due to the breach or failure of such party to perform in a material respect any nation of its obligations under the Merger Agreement; • any law, injunction or governmentorder having the effect of restraining, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining enjoining or otherwise prohibiting the consummation completion of the transactions contemplated by Merger becomes final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement or, for Agreement; • Tudou's shareholders do not authorize and approve the benefit of Parent onlyMerger Agreement, the Stockholders AgreementMerger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and such order, decree warranties of Tudou shall not be true and correct or ruling or other action shall have become final and nonappealable; (iii) by Parent if the Company Tudou shall have breached or failed to perform any of its covenants or agreements contained in any the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material respect breach of any of its representations, warranties, covenants or other agreements in the Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure such that any condition to perform is incapable of being cured or has Tudou's obligation to close would not been cured within one business day prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreementbe satisfied; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.•

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time (notwithstanding approval of the Merger by the shareholders of the Company) prior to the Effective TimeTime provided that if the Shares are accepted for payment pursuant to the Offer, whether before neither Parent nor the Purchaser may terminate this Agreement or after adoption of abandon the Merger Agreement by except pursuant to the Stockholders: following clause (ia), (b)(i) or (b)(iii): (a) by mutual written consent of Parent, the Company Purchaser and Parent or by the mutual action of their respective Boards of DirectorsCompany; (iib) by either the Parent or the Company (i) if any nation or government, any state court of competent jurisdiction or other political subdivision thereof, any entity, governmental authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued issues an order, decree or ruling or taken takes any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders AgreementMerger, and such order, decree or ruling or other action shall have become final and nonappealable; (ii) if (A) as a result of the failure of any of the conditions to the Offer, (1) the Purchaser shall have failed to commence the Offer within 20 days following the date of the Merger Agreement or (2) the Offer shall have terminated or expired in accordance with its terms without the Purchaser having purchased any Shares pursuant to the Offer or (B) Purchaser shall not have accepted for payment any Shares pursuant to the Offer prior to March 11, 2000 (the "Termination Date"), PROVIDED that the right to terminate pursuant to clause (b)(ii) shall not be available (x) to the Company as a result of the occurrence of any event set forth in paragraph (d) under Section 14 or (y) to any party whose failure to fulfill any of its obligations under the Merger Agreement or the Shareholder Agreement (each a "Transaction Agreement" and together the "Transaction Agreements") results in the failure of any condition set forth in Section 14 or if the failure of such condition results from facts or circumstances that constitute a breach of any representation or warranty of such party contained in any Transaction Agreement; or (iii) if, upon a vote at a duly held meeting to obtain the Company Shareholder Approval, such approval is not obtained, PROVIDED, HOWEVER, that the Merger Agreement may not be terminated by Parent pursuant to this clause (b)(iii) if Parent does not cause all Company Shares acquired pursuant to the Offer or otherwise owned by the Purchaser or any other subsidiary of Parent to be voted in favor of the Merger Agreement; (c) by Parent, if the Company shall have breached breaches or fails to perform in any material respect any of its representations, warranties, warranties or covenants or other agreements in the Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached contained in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Transaction Agreement, which breach or failure to perform is incapable (i) would give rise to the failure of being cured a condition set forth in Section 14 and (ii) cannot be or has not been cured within one business day prior 30 days after written notice to the Expiration DateCompany of such breach; (viiid) by Parent or the Purchaser if either Parent or the Purchaser is entitled to terminate the Offer as a result of the occurrence of any event set forth in paragraph (d) of Section 14; or (e) by the Company if the Board withdraws or modifies its approval or recommendation of the Transaction Agreements, the Offer or the Merger in the circumstances described below under the caption "Company Takeover Proposals"; PROVIDED that, in order for termination pursuant to enter into a definitive agreement providing for a Superior Proposal this clause (as defined belowe) entered into in accordance with the exceptions to the non-solicitation covenants described belowbe deemed effective, provided that prior thereto the Company has paid shall have complied with all of its obligations as described below under "Company Takeover Proposals", including the notice provisions therein, and with all applicable requirements described below under "Fees and Expenses", including payment of the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described belowFee.

Termination of the Merger Agreement. The Merger Agreement may be terminated terminated, and the Merger Offer may be abandoned abandoned, at any time prior to the Effective Time, whether before or after adoption closing of the Merger Agreement by Offer or the Stockholderscompletion of the Merger: (i) • prior to the completion of the Merger, by mutual written consent of Borland and Starbase; • prior to the Company and Parent or by completion of the mutual action of their respective Boards of Directors; (ii) Merger, by either Parent Borland or the Company Starbase if any nation or government, any state a court of competent jurisdiction or other political subdivision thereof, any entity, authority or governmental body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an a final and nonappealable order, decree or ruling ruling, or shall have taken any other action action, having the effect of permanently enjoiningrestraining, restraining enjoining or otherwise prohibiting the consummation acceptance of shares of Starbase common stock in the Offer or the Merger or making the purchase by the Purchaser of shares of Starbase common stock in the Offer or completion of the transactions contemplated Merger illegal; • prior to the completion of the Offer, by either Borland or Starbase if the Offer shall have expired without the acceptance for payment of shares of Starbase common stock, provided that (i) a party shall not be permitted to terminate the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, and such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent that reason if the Company shall have breached failure of the acceptance for payment of shares of Starbase common stock in the Offer is attributable to a failure on the part of such party to perform any material respect any of its representations, warranties, covenants or other agreements covenant in the Merger Agreement (an “Expiration Termination”) and such breach is incapable of being cured or has (ii) Starbase shall not been cured within one business day be permitted to terminate the Merger Agreement for that reason unless it pays the termination fee and makes the other payments required to be made by Starbase to Borland under the Merger Agreement; • prior to the then scheduled Expiration Dateclosing of the Offer, by either Borland or Starbase if the acceptance for payment of shares of Starbase common stock in the Offer shall not have occurred on or prior to the close of business on December 15, 2002, provided that (i) a party shall not be permitted to terminate the Merger Agreement for that reason if the failure of the acceptance for payment of shares of Starbase common stock in the Offer by the close of business on December 15, 2002 is attributable to a failure on the part of such party to perform any covenant in the Merger Agreement (a “Drop-Dead Date Termination”) and (ii) Starbase shall not be permitted to terminate the Merger Agreement for that reason unless it pays the termination fee and makes the other payments required to be made by Starbase to Borland under the Merger Agreement; • prior to the closing of the Offer, by Borland if any “triggering event” (ivas defined below) shall have occurred (a “Triggering Event Termination”); • prior to the closing of the Offer, by Parent Borland if (a) any of Starbase’s representations and warranties contained in the Company Board Merger Agreement shall fail to be true and correct such that the condition to the Offer associated therewith would not be satisfied, or any committee thereof of Starbase’s obligations, agreements or covenants contained in the Merger Agreement shall have been breached such that the condition to the Offer associated therewith would not be satisfied, subject in either case to certain cure rights (a “Starbase Breach Termination”); • prior to the closing of the Offer, by Starbase if any of Borland’s representations and warranties contained in the Merger Agreement shall fail to be true and correct, except where such failure does not have a material adverse effect on the ability of Borland or the Purchaser to purchase shares of Starbase common stock in the Offer or consummate the Merger, or Borland shall not have complied with in all material respects Borland’s covenants contained in the Merger Agreement, except where such noncompliance does not have a material adverse effect on the ability of Borland or the Purchaser to purchase shares of Starbase common stock in the Offer or consummate the Merger, subject in either case to certain cure rights; or • prior to the closing of the Offer, by Starbase if Starbase has proposed to enter into an agreement with respect to a Superior Proposal or has approved or recommended a Superior Proposal, provided that Starbase has complied with all of the nonsolicitation provisions of the Merger Agreement, including the notice provisions therein (a “Superior Proposal Termination”). A “triggering event” shall be deemed to have occurred if: (i) Starbase’s board of directors shall have failed to unanimously recommend that Starbase’s stockholders accept the Offer and tender their shares of Starbase common stock in the Offer or vote to adopt the Merger Agreement, or shall have withdrawn or modified in a manner adverse to Parent its approval Borland the Starbase Board Recommendation, or recommendation shall have taken any other action which is reasonably determined by Borland to suggest that Starbase’s board of directors might not unanimously support the Offer or the approval Merger or adoption might not believe that the Offer or the Merger is in the best interests of any Starbase’s stockholders; (ii) Starbase shall have failed to include in the Schedule 14D-9 the Starbase Board Recommendation or a statement to the effect that Starbase’s board of directors has determined and believes that the Company ProposalsOffer and the Merger are in the best interests of Starbase’s stockholders; (iii) Starbase’s board of directors fails to reaffirm Starbase Board Recommendation, or failed fails to reconfirm reaffirm its recommendation determination that the Offer and the Merger are in the best interests of Starbase’s stockholders, within five business days after a written request to do so, Borland requests in writing that such recommendation or approved or recommended any Takeover Proposal determination be reaffirmed; (as defined belowiv) or (b) the Company Board or any committee thereof Starbase’s board of directors shall have resolved approved, endorsed, recommended or taken a neutral position with respect to take any of the foregoing actionsAcquisition Proposal; (v) by Parent if the Offer Starbase shall have expired entered into any letter of intent or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser similar document or any of the events that are Offer Conditions shall have occurred and be continuing at the time of terminationContract relating to any Acquisition Proposal; (vi) by the Company a tender or Parent if the Offer exchange offer relating to securities of Starbase shall have been commenced and Starbase shall not have been consummated on sent to its securityholders, within ten business days after the commencement of such tender or before March 20exchange offer, 1998, provided a statement disclosing that the Company's failure to perform any Starbase recommends rejection of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such timetender or exchange offer; (vii) by the Company if Parent shall have breached in any material respect any an Acquisition Proposal is publicly announced, disclosed or commenced or submitted, made or publicly communicated to Starbase’s board of its representations, warranties, covenants or other agreements contained directors and Starbase (A) fails to comply with certain requirements set forth in the Merger Agreement, which breach Agreement or failure (B) otherwise fails to perform is incapable of being cured or has not been cured within one business day prior to the Expiration Dateactively oppose such Acquisition Proposal; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal any Person or “group” (as defined belowin the Exchange Act and the rules promulgated thereunder) entered into in accordance of persons directly or indirectly acquires or agrees to acquire, or discloses an intention to acquire, beneficial or record ownership of securities representing more than 10% of the outstanding securities of any class of voting securities of Starbase; (ix) Starbase or any of its subsidiaries or any representative of Starbase or any of its subsidiaries shall have breached or taken any action inconsistent with any of the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with nonsolicitation provisions of the Merger Agreement; or (ixx) by Parent if there is any default under the Company, any of its officers or directors or financial or legal advisors shall take any of agreements with respect to the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described belowBridge Loan.

Termination of the Merger Agreement. ‌ The Merger Agreement merger agreement may be terminated and for reasons that include the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Stockholdersfollowing: (i) by • By mutual written consent of Bank and Parent; • By either Bank or Parent, if the Company merger shall not have occurred on or before December 31, 2018 (the “Outside Date”); provided, however, that such right to terminate 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 the Outside Date and Parent such action or failure to act constitutes a breach of the merger agreement; • By either Bank or Parent, if any regulatory approval required to be obtained pursuant to the merger agreement has been denied by the mutual action relevant governmental entity and such denial has become final and nonappealable or any governmental entity of their respective Boards of Directors; (ii) by either Parent or the Company if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") competent jurisdiction shall have issued an ordera final, decree or ruling or taken any other action nonappealable injunction permanently enjoining, restraining enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement ormerger agreement; • By either Bank or Parent (provided, for that the benefit terminating party is not then in material breach of Parent onlyany representation, the Stockholders Agreementwarranty, and such order, decree or ruling covenant or other action agreement contained in the merger agreement) if there shall have become final and nonappealable; (iii) by Parent if the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements in the Merger Agreement and such been a breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, covenants or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser agreements or any of the events that are Offer Conditions representations or warranties (or any such representation or warranty shall have occurred and cease to be continuing at true) on the time part of termination; Parent (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure case of a termination by Bank) or Bank (in the Offer to be so consummated case of a termination by such time; (viiParent) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreementmerger agreement in any respect, which breach or failure to perform be true would, individually or together with all such other than uncured breaches and failures to be true, constitute grounds for the closing conditions set forth in the merger agreement not to be satisfied and such breach is incapable of being cured or has not been cured within one the earlier of the Outside Date and fifteen (15) business day days after written notice thereof to Parent (in the case of a termination by Bank) or Bank (in the case of a termination by Parent), or by its nature or timing cannot be cured during such period; • By Parent, if (i) prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but time shareholder approval for the exceptions thereto described below.merger is obtained, Bank or its board of directors (A) withdraws or materially and adversely modifies (or discloses its intention to withdraw or materially and adversely modify) its recommendation, or recommends to its shareholders an Acquisition Proposal other than the merger, or

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption completion of the Merger Agreement by the Stockholderstransactions: (i) • by mutual written consent of the Company and Parent or by the mutual action of their respective Boards of DirectorsXxxxxx xxx XX; (ii) • by either Parent Xxxxxx xx XX, by written notice to the other party: • if the First Merger and the Second Merger are not consummated on or before June 30, 2022, provided that the Company party utilizing this right of termination must not have materially breached any representation, warranty, covenant or agreement of the merger agreement in a manner that was the principal cause of the failure of the mergers to be consummated timely; • if any nation or governmentgovernmental entity has enacted a law, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement ortransactions, for the benefit of Parent onlywhich law, the Stockholders Agreement, and such order, decree or ruling order or other action shall have has become final and nonappealablenon-appealable; (iii) by Parent • if the Company shall have breached required approvals of the Dakota stockholders are not obtained; or • by Dakota, if: • prior to the Dakota stockholder approval, the Dakota board determines to enter into a definitive written agreement with respect to a superior proposal; • JR is in any material respect breach of any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement merger agreement that would render the closing condition not to be satisfied, and such breach is incapable either (A) not capable of being cured prior to June 30, 2022 or has (B) if curable, is not been cured within one thirty (30) business day prior to the then scheduled Expiration Datedays after notice by Xxxxxx xx XX of such breach; (iv) or • by Parent if (a) the Company Board JR, if: • Dakota or any committee thereof shall have withdrawn or modified either merger subsidiary is in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption breach of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its respective representations, warranties, covenants or other agreements contained set forth in the Merger Agreementmerger agreement that would render the closing condition not to be satisfied, which and such breach or failure to perform is incapable either (A) not capable of being cured or has not been cured within one business day prior to the Expiration DateJune 30, 2022 or (B) if curable, is not cured within thirty (30) business days after notice by JR to Dakota of such breach; (viii) by or • If the Company in order to enter into a definitive agreement providing for a Superior Proposal Dakota board effects an Adverse Recommendation Change (as defined below). For more information about the merger agreement, see “The Agreement and Plan of Merger — Description of the Merger Agreement,” beginning on page 60. Xxxxxx intends to apply to list the shares of Dakota Gold common stock to be issued to the stockholders of Dakota in the First Merger and the shares of Dakota Gold common stock issued and outstanding immediately prior to the First Merger on the NYSE American under the symbol “DGC” via the “uplisting” of Dakota’s common stock, subject to final regulatory approval. Although Dakota has applied for listing of Dakota Gold’s common stock on the NYSE American to be effective at, or around the time of, the completion of the transactions, no assurance can be given that Dakota’s listing application will be approved. Xxxxxx and JR intend that, for U.S. federal income tax purposes, the First Merger and the Second Merger, taken together, constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of section 368(a) of the Code. Xxxxxx and JR agree not to, and to cause their respective affiliates not to, take or cause to be taken any action reasonably likely to cause the mergers, taken together, to fail to be treated as such. For a more detailed summary of the U.S. federal income tax consequences of the mergers, see “U.S. Federal Income Tax Consequences of the Mergers for Dakota Stockholders” beginning on page 55. Upon the completion of the transactions, the Dakota Gold board will consist of the current members of the Dakota board. For a further description of the governance of Dakota Gold following the completion of the transactions, see“Description of JR’s Capital Stock” beginning on page 126, “Comparison of Stockholders’ Rights” beginning on page 128 and “Management of JR” beginning on page 124. In considering the recommendation of the Dakota board, Dakota stockholders should be aware that some of the directors and executive officers of Xxxxxx may have interests in the transactions that are different from, or are in addition to, the interests of Dakota’s stockholders generally. The Dakota board was aware of these interests during their discussions on the fairness and merits of the transactions. These interests include their designation as directors or executive officers of JR following the completion of the transactions. For a description of the treatment of equity awards held by directors and executive officers of Dakota in the transactions, see “The Agreement and Plan of Merger — Description of the Merger Agreement — Treatment of Dakota Stock Options” beginning on page 61. For additional information on the interests of Dakota’s directors and officers in the transactions, see “The Transactions — Interests of Dakota’s Directors and Officers in the Transactions” beginning on page 51. As of February 18, 2022, the directors and executive officers of Dakota beneficially owned, in the aggregate, 5,534,912 (or approximately 7.81%) of the Dakota common stock (excluding Dakota stock held by XX and controlled by Xxxxxxxx Xxxx). For additional information regarding the votes required to approve the proposals to be voted on at the Dakota special meeting, see “The Dakota Special Meeting — Vote In connection with the execution of the merger agreement, JR and Xxxxxx entered into in accordance support agreements with each of Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx (the exceptions “Support Agreements”), a copy of the form of which is attached as Annex B to this proxy statement/prospectus. Pursuant to the non-solicitation covenants described belowSupport Agreements, provided certain stockholders holding approximately 7.17% of the issued and outstanding shares of Dakota common stock have agreed to, among other things: (i) vote in favor of the transactions contemplated by the merger agreement, (ii) vote against and withhold consent with respect to any merger, purchase of all or substantially all of Dakota’s assets or other similar business combination transaction other than those contemplated by the merger agreement, (iii) be bound by certain transfer restrictions with respect to the common stock of Dakota held by the stockholder; and (iv) do all things reasonably necessary, proper or advisable to consummate the transactions contemplated by the merger agreement and not take any action that prior thereto would reasonably be expected to prevent or delay the Company has paid satisfaction of any of the Termination Fee conditions to those transactions, in each case, subject to the terms and conditions of the Support Agreements. Each Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time (as defined belowin the merger agreement) in accordance with and (ii) the Merger Agreement; or (ix) by Parent if written agreement of JR, Dakota and the Company, any of its officers or directors or financial or legal advisors shall take any stockholder. Upon such termination of the actions Support Agreement, all obligations of the parties under the Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that would the termination of the Support Agreements will not relieve any party thereto from liability arising in respect of any breach of the Support Agreement prior to such termination. As of February 18, 2022, the directors and executive officers of Dakota beneficially owned, in the aggregate, 5,534,912 shares of Dakota common stock (or approximately 7.81%) (excluding Dakota common stock held by JR and controlled by Xxxxxxxx Xxxx). Including shares of Dakota common stock held by XX and controlled by Xxxxxxxx Xxxx, as of the record date, the directors and executive officers of Dakota beneficially owned, in the aggregate, 41,176,579 shares of Dakota common stock (or approximately 58.12%). To be proscribed approved at the Dakota special meeting, the Dakota Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Dakota common stock present in person or represented by proxy at the meeting and entitled to vote on the matter. The following Dakota shareholders are not entitled to vote on the Xxxxxx Xxxxxx Xxxxxxxx: JR; Xxxxxxxx Xxxx, director, officer and stockholder of JR; Xxxxxx Xxxxxxxxxxx, a significant stockholder of JR; Xxx Xxxxxxx, director of JR; and Xxxxxxx Xxxxxx, director of JR. As a result, holders of the Dakota Minority Shares, 34,718,030 shares of Dakota common stock, representing 49.002% of the 70,850,983 total outstanding shares of Dakota common stock, are entitled to vote on the Dakota Merger Proposal. Approval of the Dakota Merger Proposal requires the approval of holders of a majority of the Dakota Minority Shares present in person or represented by proxy at the meeting. The foregoing approval standard is referred to herein as approval by the non-solicitation covenants described below but for “majority of the exceptions thereto described belowminority.” If all of the Dakota Minority Shares are present in person or represented by proxy at the meeting, approval of the Dakota Merger Proposal requires the affirmative vote of holders of 17,359,016 shares of the Dakota Minority Shares (representing approximately 24.50% of the total outstanding shares of Dakota common stock and 50.000003% of the Dakota Minority Shares). Pursuant to the Support Agreements, Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx, directors of Dakota holding an aggregate of 5,081,126 Dakota Minority Shares (representing approximately 7.17% of the issued and outstanding shares of Dakota common stock), have agreed to, among other things, vote in favor of the transactions contemplated by the merger agreement. Therefore, if all of the holders of Dakota Minority Shares are present in person or represented by proxy at the meeting, approval by the Xxxxxx Xxxxxx Proposal requires the affirmative vote of (i) Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx, holders of 5,081,126 Dakota Minority Shares, and

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption effective time in any of the Merger Agreement by the Stockholdersfollowing ways: (i) • by mutual written consent of the Company Partnership and Parent or by the mutual action of their respective Boards of DirectorsNSH; (ii) • by either Parent the Partnership or NSH upon written notice to the Company if other if: • the merger is not completed on or before August 8, 2018, unless the failure of the closing to occur by this date is primarily due to the failure of the party seeking to terminate the merger agreement to fulfill any nation material obligation under the merger agreement or governmenta material breach of the merger agreement by such party; • any regulatory authority has issued a final and nonappealable statute, any state or other political subdivision thereofrule, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling regulation or taken any other action that permanently enjoiningrestrains, restraining enjoins, makes illegal or otherwise prohibiting prohibits the consummation of the merger or any of the merger transactions; provided, that the terminating party is not in breach of its obligation to use its reasonable efforts to complete the merger promptly; • NSH fails to obtain the NSH unitholder approval at the NSH special meeting, subject to certain limitations; • there has been a breach of or any inaccuracy in any of the representations or warranties of any of the other parties set forth in the merger agreement under certain circumstances; or • there has been a breach of any of the covenants or agreements of any of the other parties set forth in the merger agreement under certain circumstances; • by the Partnership if NSH has materially and intentionally breached certain non-solicitation covenants or the NSH Board has changed its recommendation to the NSH unitholders in accordance with the merger agreement; or • by NSH in order to accept a superior proposal if NSH has not intentionally and materially breached certain non-solicitation covenants, NSH has paid a termination fee in accordance with the merger agreement and substantially concurrently therewith, and in any event within the same day of such termination, NSH enters into a definitive agreement in connection with such superior proposal. Tax matters associated with the merger are complicated. The U.S. federal income tax consequences of the merger to an NSH unitholder will depend, in part, on such unitholder’s particular circumstances. The tax discussions in this proxy statement/prospectus are limited to the U.S. federal income tax consequences generally applicable to U.S. holders that hold their NSH units as capital assets and acquired their NSH units in exchange for cash, and these discussions have only limited application to other unitholders, including those subject to special rules under the U.S. federal income tax laws. NSH unitholders are urged to consult their tax advisors for a full understanding of the U.S. federal, state, local and foreign tax consequences of the merger that will be applicable to them. For U.S. federal income tax purposes, the merger is intended to qualify as a “merger” of NSH and the Partnership within the meaning of Treasury regulations promulgated under Section 708 of the Code, with the Partnership treated as the continuing partnership and NSH as the terminated partnership for U.S. federal income tax purposes following the merger. It is a condition to NSH’s obligation to complete the merger that it receive a written opinion from Wachtell Lipton (or another nationally recognized tax counsel reasonably acceptable to NSH) to the effect that no gain or loss should be recognized, for U.S. federal income tax purposes, by NSH unitholders that are “United States persons” for U.S. federal income tax purposes with respect to the exchange of NSH units for common units pursuant to the merger, other than gain or loss, if any, resulting from any (1) decrease in an NSH unitholder’s share of partnership liabilities pursuant to Section 752 of the Code, (2) amounts paid to NSH, the Partnership or any of their respective subsidiaries pursuant to certain provisions of the merger agreement, (3) actual or deemed distributions to NSH or NSH unitholders of cash or other property (other than common units), (4) receipt of cash in lieu of fractional common units in the merger, or (5) actual or deemed assumption by the Partnership of any liabilities of NSH or any of its subsidiaries. The opinion may be subject to customary limitations and exceptions, including that it will not apply to any NSH unitholder whose tax basis in its NSH units is less than its share of NSH’s tax basis (including basis resulting from Section 743 adjustments) in common units deemed distributed by NSH. It is a condition to the Partnership’s obligation to effect the merger that it receive a written opinion from Sidley Austin (or another nationally recognized tax counsel reasonably acceptable to the Partnership and NSH) to the effect that no gain or loss should be recognized by existing unaffiliated common unitholders as a result of the merger, other than gain, if any, resulting from any (1) decrease in partnership liabilities pursuant to Section 752 of the Code, or (2) amounts paid to or on behalf of the Partnership by any other person pursuant to certain provisions of the merger agreement. In addition, it is a condition to each party’s obligation to complete the merger that the Partnership receive a written opinion from Sidley Austin (or another nationally recognized tax counsel reasonably acceptable to the Partnership and NSH) to the effect that (1) at least 90% of the current gross income of the Partnership constitutes qualifying income within the meaning of Section 7704(d) of the Code and the Partnership is treated as a partnership for U.S. federal income tax purposes pursuant to Section 7704(c) of the Code, and (2) the adoption of the amended and restated partnership agreement, the merger, and the transactions contemplated by the Merger Agreement ormerger agreement will not cause the Partnership to be treated as an association taxable as a corporation for U.S. federal income tax purposes. Accordingly, U.S. holders of NSH units generally are not expected to recognize gain or loss, for U.S. federal income tax purposes, with respect to the benefit exchange of Parent onlyNSH units for common units pursuant to the merger, other than (1) gain or loss, if any, resulting from any (A) decrease in an NSH unitholder’s share of partnership liabilities pursuant to Section 752 of the Code, (B) amounts paid to NSH, the Stockholders AgreementPartnership or any of their respective subsidiaries pursuant to certain provisions of the merger agreement, and such order, decree (C) actual or ruling deemed distributions to NSH or NSH unitholders of cash or other action shall have become final and nonappealable; property (iiiother than common units), (D) receipt of cash in lieu of fractional common units in the merger, or (E) actual or deemed assumption by Parent if the Company shall have breached in Partnership of any material respect liabilities of NSH or any of its representationssubsidiaries, warranties, covenants or other agreements (2) to the extent any NSH unitholder’s adjusted tax basis in its NSH units is less than its share of NSH’s adjusted tax basis in the Merger Agreement common units deemed distributed by NSH. These opinions will be based on representations made by NSH, the Partnership and such breach is incapable others and on customary factual assumptions, as well as certain covenants and undertakings. Opinions of being cured counsel are subject to certain limitations and are not binding on the Internal Revenue Service or has any court. NSH and the Partnership have not been cured within one business day prior sought and do not intend to seek any rulings from the IRS regarding any matters relating to the then scheduled Expiration Date; merger. NSH unitholders do not have appraisal rights under applicable law or contractual appraisal rights under the NSH limited liability company agreement or the merger agreement. For additional information, please see “The Merger—No Appraisal Rights” beginning on page 61. The merger is subject to both state and federal antitrust laws. Under the rules applicable to non-corporate entities, no filing is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (iv) by Parent if (a) the Company Board “HSR Act”). However, the Partnership or any committee thereof shall have withdrawn NSH may receive requests for information concerning the proposed merger and related transactions from the Federal Trade Commission, or modified in a manner adverse to Parent its approval or recommendation FTC, the Antitrust Division of the Offer or the approval or adoption Department of any of the Company ProposalsJustice, or failed to reconfirm its recommendation within five business days after a written request to do soDOJ, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform is incapable of being cured or has not been cured within one business day prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described belowindividual states.

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of effective time under the Merger Agreement by the Stockholdersfollowing circumstances: (i) • by mutual written consent of the Company Helix and Parent or by the mutual action of their respective Boards of DirectorsXxxxxx; (ii) • by either Parent Helix or Forian: ○ if the Merger is not consummated on or before March 5, 2021, provided, that, the right to terminate the merger agreement will not be available to a party if its action or failure to act constitutes a material breach or violation of any of its covenants, agreements or other obligations hereunder and such material breach or violation has been the principal cause of or directly resulted in the failure to satisfy the conditions to the obligations of the terminating party to consummate the merger prior to March 5, 2021 or the Company failure of the closing of the merger to occur by March 5, 2021; ○ if any nation an applicable law, order, preliminary, temporary or governmentpermanent, any state or other political subdivision thereoflegal restraint or prohibition and no action, any entityproceeding, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an binding order, decree or ruling determination by any governmental entity is in effect that prevents, enjoins, makes illegal or taken any other action permanently enjoining, restraining or otherwise prohibiting prohibits the consummation of the merger and the other transactions contemplated by the Merger Agreement ormerger agreement; ○ if Helix stockholder approval of the merger is not obtained at the Helix special meeting or any adjournment or postponement thereof at which the vote was taken on the merger; or ○ if all of the conditions to closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied (or waived) at the closing, for which conditions would be reasonably capable of being satisfied at such time) and Forian is unable to satisfy its obligation to effect the benefit closing at such time because a private offering by MOR of Parent only, the Stockholders Agreement, and such order, decree or ruling equity interests or other action shall have become final securities of MOR on terms and nonappealable; conditions reasonably acceptable to MOR in its sole discretion, resulting in net proceeds to MOR (iiiafter deducting applicable fees, expenses, charges and discounts) by Parent if the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements in the aggregate amount of at least $11,000,000 cannot be completed prior to the closing date. • By Helix, if Forian or Merger Agreement and Sub has breached any representation, warranty, covenant or agreement contained in the merger agreement, or if any representation or warranty of Forian or Merger Sub has become untrue, in each case, such that the closing conditions, could not be satisfied as of the closing date; provided, however, that Helix may not terminate the merger agreement unless any such breach is incapable of being cured or failure to be true has not been cured within one business day prior to the then scheduled Expiration Date; thirty (iv30) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request notice by Helix to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any Forian informing Forian of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform be true, except that no cure period will be required for a breach which by its nature cannot be cured prior to March 5, 2021; and provided, further, that Helix may not terminate the merger agreement pursuant if Helix is incapable then in breach of being cured or has not been cured within one business day the merger agreement in any material respect; • by Helix prior to the Expiration Date; (viii) by the Company receipt of Helix’s stockholder approval in order to enter into a definitive written agreement providing for a Superior Proposal (as defined below) entered into superior proposal if Helix has complied in accordance all material respects with the exceptions merger agreement; provided, that, Helix pays the applicable termination fee prior to or simultaneously with such termination and enters into such definitive written agreement for such superior proposal simultaneously with such termination of the merger agreement; • by Forian, if Helix has breached any representation, warranty, covenant or agreement contained in the merger agreement, or if any representation or warranty of Helix has become untrue, in each case, such that the closing conditions, could not be satisfied as of the closing date; provided, however, that Forian may not terminate the merger agreement unless any such breach or failure to be true has not been cured within thirty (30) days after written notice by Forian to Helix of such breach or failure to be true, except that no cure period will be required for a breach which by its nature cannot be cured prior to March 5, 2021; and provided, further, Forian may not terminate the merger agreement if Forian is then in breach of the merger agreement in any material respect; • by Xxxxxx, prior to the Helix special meeting or, if such meeting is adjourned, the reconvening of such meeting, in the event that the Helix board made a change in board recommendation; • by Xxxxxx, if Helix has materially breached its obligations regarding non-solicitation covenants described belowand alternative proposals; • by Xxxxxx, provided that if Helix has not divested its guarding business at least fifteen (15) business days prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreementto March 5, 2021; or (ix) • by Parent Forian, if The Nasdaq Stock Market, LLC informs Forian that the Companyshares of Forian common stock are not, any of its officers or directors will not be, approved for listing on The Nasdaq Capital Market, whether or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described belownot such decision is subject to appeal.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Stockholders: (i) · by mutual written consent of Purchaser and FFE; · by either Purchaser or FFE by written notice to the Company and Parent or other party if the Acceptance Time has not occurred by the mutual action close of their respective Boards of Directorsbusiness on the Termination Date; (ii) by either Parent or the Company if any nation or governmentprovided, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, and such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent that if the Company shall have breached in any material respect any of its representations, warranties, covenants conditions to the Offer relating to certain court and governmental authority orders or other agreements in the Merger Agreement and such breach is incapable of being cured or proceedings has not been cured within one business day prior satisfied and all other conditions to the Offer are satisfied or are capable of being satisfied by such date, then scheduled Expiration Date; (iv) by Parent if (a) either the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of FFE may elect, by notice to the events that are Offer Conditions shall have occurred and be continuing at other, to extend the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20Termination Date to December 27, 19982013, provided that this right to terminate Merger Agreement will not be available to any party if the Company's failure of such party to perform any of its obligations under the Merger Agreement does not result in any material respect has been a principal cause of or resulted in the failure of the Offer to be so consummated (such termination, a “Termination Date Termination”); · by Purchaser or FFE by written notice to the other party if any antitrust order permanently enjoins or otherwise prohibits consummation of the Offer or the Merger and such timeantitrust order has become final and nonappealable; · by Purchaser or FFE by written notice to the other party if (viii) any order (other than an antitrust order) of any federal or state court of the United States of America permanently enjoins or otherwise prohibits consummation of the Offer or the Merger and such order has become final and nonappealable, or (ii) any other order (other than an antitrust order) permanently enjoins or otherwise prohibits consummation of the Offer or the Merger, and such order has become final and nonappealable; · by Purchaser by written notice to FFE at any time prior to the Company Acceptance Time, if, whether or not permitted to do so, (i) the FFE Board makes an Adverse Change Recommendation, (ii) FFE fails to include the FFE Board Recommendation in the Schedule 14D-9, or (iii) the FFE Board fails to publicly reaffirm the FFE Board Recommendation within ten days after receipt of a written request by Purchaser to provide such reaffirmation following a publicly made Takeover Proposal or otherwise fails to actively oppose such Takeover Proposal (such termination, an “Adverse Change Recommendation Termination”); · by Purchaser by written notice to FFE at any time before the Acceptance Time if Parent shall have breached (i) the FFE Board approves, endorses or recommends a Superior Proposal, or (ii) a tender offer or exchange offer for all outstanding shares of capital stock of FFE is commenced by another Person and FFE Board recommends in favor of such tender offer or exchange offer by its shareholders or does not recommend rejection of any material respect such offer (such termination, a “Purchaser Superior Proposal Termination”); · by Purchaser by written notice to FFE at any time before the Acceptance Time if FFE breaches any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach (i) would give rise to, if occurring or continuing at the Expiration Time, the failure of the conditions to perform is incapable of being cured or the Offer and (ii) has not been cured by FFE (provided such breach is curable by FFE) within one the earlier of the Termination Date and within 20 business day prior days after FFE’s receipt of written notice of such breach from Purchaser, but only so long as neither Merger Sub nor us are then in material breach of our respective representations, warranties, covenants or agreements contained in the Merger Agreement (such termination, an “FFE Breach Termination”); · by FFE by written notice to Purchaser at any time before the Acceptance Time if Merger Sub or Purchaser (i) breaches any of our respective representations, warranties, covenants or agreements contained in the Merger Agreement, which breach, individually or in the aggregate, would delay the consummation of the Offer beyond the Termination Date or prevent the consummation of the Offer or the Merger and (ii) has not been cured by Purchaser (provided such breach is curable by Purchaser) within the earlier of 20 business days after Purchaser’s receipt of written notice of such breach from FFE and the Termination Date, but only so long as FFE is not then in breach of its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach would give rise to the Expiration Date; (viii) by the Company in order to enter into failure of a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions condition to the non-solicitation covenants described belowOffer (such termination, provided that prior thereto a “Purchaser Breach Termination”); · by FFE by written notice to Purchaser at any time before the Company has paid Acceptance Time if (i) all of the Termination Fee conditions to the Offer have been satisfied or waived as of the expiration of the Offer (as defined below) including any extensions thereof in accordance with the Merger Agreement), and Purchaser fails to consummate the Offer promptly thereafter in accordance with the Merger Agreement and (ii) such failure shall not have not been cured by Purchaser within the earlier of three days after the receipt of written notice of such breach from FFE and the Termination Date (such termination, an “Offer Breach Termination”); or · by FFE to accept a Superior Offer and enter into an agreement relating to such Superior Offer, if (ixi) by Parent if the Company, such Superior Offer shall not have resulted from any of its officers or directors or financial or legal advisors shall take any breach of the actions that would be proscribed by Merger Agreement’s solicitation provisions, and (ii) FFE’s Board, after satisfying certain requirements, shall have authorized FFE to enter the non-solicitation covenants described agreement relating to the Superior Offer and (iii) FFE shall have paid the Termination Fees discussed below but for the exceptions thereto described below(such termination, an “FFE Superior Proposal Termination”).

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption closing of the Merger Agreement merger: • by the Stockholders: (i) by mutual written consent of the Company ONEOK and Parent or ONEOK Partners duly authorized by the mutual action of their respective Boards of DirectorsONEOK board or the ONEOK special committee, as the case may be, and the ONEOK Partners conflicts committee; (ii) or • by either Parent of ONEOK Partners or ONEOK: O if the Company closing does not occur on or before September 30, 2017; provided that this termination right will not be available to a party whose failure to perform and comply in all material respects with its covenants and agreements is the cause of the failure of the closing; O if any nation or government, any state or other political subdivision thereof, any entity, restraint by a government authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, is in effect and such order, decree or ruling or other action shall have has become final and nonappealable; (iii) by Parent provided, however, that the right to terminate the merger agreement is not available to ONEOK Partners or ONEOK if such restraint was due to the Company shall have breached in any material respect any of its representationsfailure of, warranties, covenants or other agreements in the case of ONEOK Partners, ONEOK Partners or ONEOK Partners GP and, in the case of ONEOK, ONEOK or Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company ProposalsSub, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does merger agreement; O if the ONEOK Partners unitholder meeting has occurred and the ONEOK Partners unitholder approval has not result been obtained; or O if the ONEOK shareholder meeting has occurred and the ONEOK shareholder approval has not been obtained. • by ONEOK: O if the ONEOK Partners board or the ONEOK Partners conflicts committee makes a change in the failure of the Offer recommendation; O if ONEOK Partners or ONEOK Partners GP has breached or failed to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreementmerger agreement, which or any representations or warranties become untrue, in a way that the related condition to closing would not be satisfied, and such breach is either incurable or failure to perform is incapable of being cured or has not been cured within one business day prior to 30 days; or O if ONEOK is terminating the Expiration Date; (viii) by the Company in order merger agreement to enter into a definitive agreement providing for relating to a Superior Proposal (as defined below) entered into superior proposal in accordance with the exceptions terms of the merger agreement. • by ONEOK Partners: O if the ONEOK board or the ONEOK special committee makes a change in recommendation; O if ONEOK has breached or failed to perform any of its covenants or agreements in the non-solicitation covenants described belowmerger agreement, provided or any representations or warranties become untrue, in a way that prior thereto the Company has paid related condition to closing would not be satisfied, and such breach is either incurable or not cured within 30 days; or O if ONEOK Partners is terminating the Termination Fee (as defined below) merger agreement in response to an intervening event in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any terms of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described belowmerger agreement.

Termination of the Merger Agreement. The Xxxxxxxx and Xxxxxxxx may mutually agree to terminate the merger agreement before completing the Combination Transactions, even after obtaining stockholder approval. In addition, either Starwood or Marriott may terminate the merger agreement, even after obtaining stockholder approval: • if the Initial Holdco Merger Agreement may be terminated and is not consummated by December 31, 2016; • if the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption approval of the Merger Agreement Starwood combination transactions proposal will not have been obtained by the Stockholders: (i) by mutual written consent reason of the Company and Parent failure to obtain the required vote at a duly convened Starwood stockholders meeting or any adjournment or postponement thereof; • if the approval of the Marriott stock issuance proposal will not have been obtained by reason of the mutual action of their respective Boards of Directorsfailure to obtain the required vote at a duly convened Marriott stockholders meeting or any adjournment or postponement thereof; (ii) by either Parent or the Company • if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting legal restraint is in effect preventing the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders AgreementCombination Transactions, and such orderrestraint has become final and nonappealable, decree or ruling or other action shall have if any governmental entity that must grant regulatory approval of the Combination Transactions under the terms of the merger agreement has denied such approval and such denial has become final and nonappealable; (iii) by Parent or • if the Company shall have other party has breached in any material respect any of its representations, warranties, covenants or other agreements in the Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreementmerger agreement, which breach or failure to perform (i) would give rise to the failure of the applicable condition to consummate the Combination Transactions and (ii) is incapable of being cured by such party or has is not been cured within one business day prior to 30 days after receiving written notice. In addition, either Starwood or Marriott may terminate the Expiration Date; (viii) by merger agreement: • at any time before the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with Starwood special meeting or the exceptions to the non-solicitation covenants described belowMarriott special meeting, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent respectively, if the Company, any board of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.other party

Termination of the Merger Agreement. The Merger Agreement may merger agreement can be terminated and the Merger may be abandoned at any time prior to the Effective Timeeffective date, whether before or after adoption the receipt of the Merger Agreement requisite CBB shareholder vote, in the following circumstances: • by the Stockholders: (i) by mutual written consent of CBB and Southern States; • by either party (provided that the Company and Parent terminating party is not then in material breach of any representation, warranty, covenant, or other agreement contained in the merger agreement) in the event of a material breach by the mutual action other party of any representation or warranty contained in the merger agreement that cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach and that would provide the non-breaching party the ability to refuse to consummate the merger under the standard set forth in the merger agreement; • by either party (provided that the terminating party is not then in material breach of any representation, warranty, covenant, or other agreement contained in the merger agreement) in the event of a material breach by the other party of any covenant or agreement contained in this merger agreement that cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach, or if any of the conditions to the obligations of such party contained in this merger agreement shall not have been satisfied in full; • by either party if all transactions contemplated by the merger agreement shall not have been consummated on or prior to October 1, 2024 if the failure to consummate the transactions provided for in the merger agreement on or before such date is not caused by any breach of the merger agreement by the party electing to terminate, provided that if the only reason for failure to consummate the transactions is the lack of regulatory approval under the merger agreement, such date shall be January 1, 2025; • by CBB, if before the CBB shareholders meeting, the board of directors of CBB authorizes CBB to enter into a binding written agreement concerning a transaction that constitutes a superior proposal (a “superior proposal”), provided that, upon such termination pursuant hereto CBB shall pay promptly the sum of $1.2 million to Southern States to reimburse Southern States for its expenses, and not as damages, incurred in connection with the merger agreement; • by Southern States, if (i) the board of directors of CBB shall have recommended to the shareholders of CBB that they tender their shares in a tender or exchange offer commenced by an un-affiliated third party for more than 20.0% of the outstanding CBB common stock, (ii) the board of directors of CBB shall have effected a Change in CBB Recommendation or recommended to the CBB shareholders acceptance or approval of a superior proposal, (iii) CBB shall have notified Southern States in writing that CBB is prepared to accept a superior proposal, or (iv) the board of directors of CBB shall have resolved to do any of the foregoing, provided that, upon such termination pursuant hereto CBB shall pay promptly the sum of $1.2 million to Southern States to reimburse Southern States for its expenses, and not as damages, incurred in connection with the merger agreement; • by either party, if either of their respective Boards boards of Directors; (ii) directors so determines by either Parent or a vote of a majority of the Company if members of its entire board, in the event any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the approval required for consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, and such order, decree or ruling or other action merger agreement shall have become final and nonappealable; (iii) been denied by Parent if the Company final, non-appealable action by such governmental authority or an application therefor shall have breached in any material respect any been permanently withdrawn at the request of its representationsa governmental authority; or • by either party (provided, warranties, covenants or other agreements in the Merger Agreement and such breach is incapable case of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company ProposalsCBB, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer it shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform be in breach of any of its obligations under Section 6.2(b) of the Merger Agreement does merger agreement), if the requisite CBB shareholder approval at the shareholders meeting shall not result in have been obtained by reason of the failure of to obtain the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in required vote or at any material respect any of its representations, warranties, covenants adjournment or other agreements contained in the Merger Agreement, which breach or failure to perform is incapable of being cured or has not been cured within one business day prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described belowpostponement thereof.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Stockholders: (i) Time by mutual written consent agreement of the Company and Parent or by Parent. The Merger Agreement may be terminated and the mutual action of their respective Boards of Directors; (ii) Offer and the Merger may be abandoned at any time prior to the Effective Time by either the Company or Parent upon written notice to the other if: • the Acceptance Time has not occurred on or before December 31, 2018 (the “Outside Date”); or Table of Contents • any law, ruling or order is enacted that makes the acceptance for payment of, or the Company if any nation payment for Shares tendered pursuant to the Offer or government, any state the Merger illegal or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting that prohibits the consummation of the Offer or the Merger. The Merger Agreement may be terminated by the Company Board upon prior written notice to Parent at any time prior to the Acceptance Time, in which case, the Offer and the Merger will be abandoned if: • prior to the expiration time of the Offer and following a Change of Recommendation, but only if (i) the Company is not then in material breach of its obligations summarized in “No Solicitation of Other Offers” and (ii) the Change of Recommendation occurred pursuant to and in accordance with the terms and conditions governing a Superior Proposal or Intervening Event; or • Parent or Purchaser has breached or failed to perform in any material respect its representations, warranties, covenants or agreements under the Merger Agreement, if such breach or failure has had or would reasonably be expected to prevent Parent or Purchaser from consummating the Offer, the Merger or any other transactions contemplated by the Merger Agreement orand such breach or failure is not curable or not cured within 20 business days of the date that the Company gives notice of such breach to Parent. The Merger Agreement may be terminated by the Company upon prior written notice to Parent if Purchaser fails to consummate the Offer within three business days of when required to do so in accordance with the terms of the Merger Agreement. The Merger Agreement may be terminated by Parent upon prior written notice to the Company at any time prior to the Effective Time, for the benefit of Parent onlyin which case, the Stockholders Agreement, Offer and such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent if the Merger will be abandoned if: • the Company shall have Board makes a Change of Recommendation; or • the Company has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements in the Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which such that certain Offer conditions are not satisfied and such breach or failure to perform condition is incapable of being cured not curable or has not been cured within one 20 business day prior days of the date that Parent gives notice of such breach to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.

Termination of the Merger Agreement. The Merger Agreement may be terminated by mutual written consent of each of BBAI, Purchaser and Merger Sub, on the one hand, and Pangiam and the Seller, on the other hand. The Merger Agreement may be abandoned terminated at any time prior to the Effective TimeClosing as follows: • by BBAI, whether before or after adoption of Purchaser and Merger Sub, on the Merger Agreement by the Stockholders: (i) by mutual written consent of the Company and Parent one hand, or by Pangiam or Seller, on the mutual action other hand, by written notice to the other, upon the issuance by any governmental entity of their respective Boards of Directors; (ii) by either Parent or the Company if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken its taking of any other action permanently enjoiningrestraining, restraining enjoining or otherwise prohibiting the performance of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement orthereby, for the benefit of Parent only, the Stockholders Agreement, and such which order, decree or decree, ruling or any other action shall will have become final and nonappealable; (iii) by Parent if non-appealable and which renders the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements in the Merger Agreement and such breach is Closing conditions incapable of being cured satisfied; provided, that no termination may be made pursuant to this provision if the issuance of such order, decree, ruling or such other action has not been cured within primarily caused by the action or inaction of the terminating party; • by BBAI, Purchaser and Merger Sub, on the one business day prior hand, or by Pangiam or Seller, on the other hand, by written notice to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposalsother, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall Closing will not have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20August 4, 19982024 (the “Outside Date”); provided, provided however, that no termination may be made pursuant to this provision if the Company's failure to perform any close will have been caused by the action or inaction of its obligations under the terminating party; • by either BBAI, Purchaser or Merger Sub if neither BBAI, Purchaser nor Merger Sub is in material breach of the Merger Agreement does not result in Agreement, by written notice to Pangiam, upon a breach of any covenant or agreement on the failure part of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants Seller or other agreements contained Pangiam set forth in the Merger Agreement, or if any representation or warranty contained therein, will be or have become untrue, in either case, such that any of the Closing conditions would not be satisfied; provided that the right to terminate the Merger Agreement will not be available if BBAI’s, Purchaser’s or Merger Subs’ failure(s) (collectively or individually) to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily result in, the failure of the Closing to occur on or before such date; • by Pangiam or Seller if Pangiam and Seller, as applicable, are not then in material breach of the Merger Agreement, by written notice to BBAI, upon a breach of any covenant or agreement on the part of BBAI, Purchaser or Merger Sub set forth in the Merger Agreement, or if any representation or warranty of BBAI, Purchaser or Merger Sub will be or have become untrue, in either case, such that any of the Closing conditions would not be satisfied; provided that the right to terminate the Merger Agreement will not be available if Pangiam’s or Seller’s failure(s) (collectively or individually) to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily result in, the failure of the Closing to occur on or before such date; • by BBAI or Seller if BBAI fails to obtain the Requisite Vote at the BBAI Special Meeting at which breach a vote is taken on the Mergers, except that the right to terminate the Merger Agreement will not be available to any party whose action or failure to perform is incapable act (which action or failure to act constitutes a breach by such party of being cured or has not been cured within one business day prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; ) has been the cause of, or (ix) by Parent if resulted in, the Companyfailure to obtain the Requisite Vote at the BBAI Special Meeting. For further information, any of its officers or directors or financial or legal advisors shall take any see section entitled “The Merger Agreement—Termination of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described belowMerger Agreement”.

Termination of the Merger Agreement. The In general, the Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time in the following ways: TABLE OF CONTENTS • By mutual written consent of Parent and Science 37 at any time prior to the Acceptance Time, whether before . ​ • By either Parent or after adoption Science 37: ​ • If the Offer (as it may have been extended pursuant to the terms of the Merger Agreement) expires as a result of the non-satisfaction of any condition to or requirement of the Offer set forth in Annex I to the Merger Agreement in a circumstance where the Purchaser has no further obligation to extend the Offer pursuant to the Merger Agreement; except that the right to terminate the Merger Agreement in this way will not be available to any party whose breach of the Merger Agreement has been the primary cause of or primarily resulted in the non-satisfaction of any condition to or requirement of the Offer set forth in Annex I to the Merger Agreement; ​ • If any governmental entity has issued an order that permanently restrains, enjoins or otherwise prohibits (i) prior to the Acceptance Time, the acceptance for payment of, or payment for, Shares pursuant to the Offer or (ii) prior to the Effective Time, the consummation of the Merger, and such order has become final and non-appealable, or any law enacted or promulgated by any governmental entity of competent jurisdiction is in effect that prevents or makes illegal the Stockholdersconsummation of the Offer or the Merger, provided that the right to terminate the Merger Agreement in this way will not be available to a party if the issuance of, or failure to resolve or have vacated or lifted, such order was primarily due to a breach by such party of any of its covenants or agreements under the Merger Agreement; or ​ • If the Acceptance Time has not occurred on or before the Outside Date; provided, that, neither Science 37 nor Parent may terminate the Merger Agreement if it is in material breach of the Merger Agreement and such breach has primarily caused or resulted in the failure of the Acceptance Time to have occurred prior to the Outside Date. ​ • By Science 37: ​ • At any time prior to the Acceptance Time if: (i) there has been a breach by mutual written consent of the Company and Parent or by the mutual action of their respective Boards of Directors; (ii) by either Parent or the Company if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions Purchaser of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, and such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent if the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined in the Merger Agreement), (ii) Science 37 has delivered to Parent written notice of such breach and (iii) such breach is not capable of cure prior to the Outside Date or at least 30 days have elapsed since the date of delivery of such written notice to Parent and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Datecured; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposalsprovided, or failed to reconfirm its recommendation within five business days after a written request to do sohowever, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with that Science 37 may not terminate the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent in this way if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result Science 37 is then in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any breach of its representations, warranties, covenants or other agreements contained in the Merger Agreement; or ​ • In order for Science 37 to enter into an acquisition agreement with respect to a Superior Proposal in accordance with the terms of the Merger Agreement. ​ • By Parent, at any time prior to the Acceptance Time: ​ • If the Science 37 board has made a Change of Board Recommendation; ​ • If Science 37 has breached its no solicitation obligations under the Merger Agreement in any material respect; or ​ • If (i) there has been a breach by Science 37 of its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach in each case such that any condition to the Offer relating to (a) the truthfulness and correctness of Science 37’s representations and warranties in the Merger Agreement or failure (b) Science 37’s performance of and compliance with, in all material respects, the covenants and agreements required to perform be performed or complied with by Science 37 under the Merger Agreement is incapable not reasonably capable of being cured satisfied while such breach is continuing, (ii) Parent has delivered to Science 37 written notice of such breach and (iii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions described in clause (i) above prior to the Outside Date or at least 30 days has elapsed since the date of delivery of such written notice to Science 37 and such breach has not been cured within one business day prior cured; provided, however, that Parent will not be permitted to terminate the Expiration Date; (viii) by Merger Agreement in this way if Parent or the Company Purchaser is then in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into material breach of its representations, warranties, covenants or agreements contained in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.. ​

Termination of the Merger Agreement. The Merger Agreement may be terminated in the following ways: • by mutual written consent of Textron and the Merger may be abandoned Arctic Cat at any time prior to the Effective Acceptance Time; • by either Textron or Arctic Cat if the Acceptance Time has not occurred on or before May 24, whether before or after adoption of 2017, except that the right to so terminate the Merger Agreement by the Stockholders: (i) by mutual written consent of the Company and Parent will not be available to Textron or by the mutual action of their respective Boards of Directors; (ii) by either Parent Arctic Cat if its failure to fulfill any agreements or the Company if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by covenants under the Merger Agreement or, for has been the benefit primary cause or primarily resulted in the failure of Parent only, the Stockholders Agreement, and Acceptance Time to occur on or before such order, decree date; • by either Textron or ruling or other action shall have become final and nonappealable; (iii) by Parent Arctic Cat if the Company shall have breached in Offer expires as a result of the non-satisfaction of any material respect any of its representations, warranties, covenants or other agreements conditions to the Offer set forth in the Merger Agreement and such described in Section 15—"Conditions of the Offer" of this Offer to Purchase or is terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder, except that the right to so terminate the Merger Agreement will not be available to Textron or Arctic Cat if its breach is incapable of being cured the Merger Agreement has been the primary cause or has not been cured within one business day prior primarily resulted in the non-satisfaction of any condition to the then scheduled Expiration Date; (iv) by Parent if (a) Offer set forth in the Company Board Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase or any committee thereof shall have withdrawn the termination or modified in a manner adverse to Parent its approval or recommendation withdrawal of the Offer or the approval or adoption of any of the Company Proposals, or failed pursuant to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement terms without any Shares being purchased under the Offer; • by either Textron or Arctic Cat if any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order permanently enjoining or otherwise prohibiting or making illegal (i) prior to the Acceptance Time, the acceptance for payment of, or payment for, Shares pursuant to the Offer by Purchaser or any (ii) prior to the Effective Time, the Merger, and such decision, injunction, decree, ruling, law or order shall have become final and non-appealable, except that the right to so terminate the Merger Agreement will not be available to Textron or Arctic Cat if its breach of the events Merger Agreement has been the primary cause or primarily resulted in the issuance of such decision, injunction, decree, ruling, law or order; • by Arctic Cat prior to the Acceptance Time if, for any reason, Purchaser has failed to commence the Offer within twenty (20) calendar days after the date of the Merger Agreement, except Arctic Cat may not so terminate the Merger Agreement if Arctic Cat has not provided Textron with a Schedule 14D-9 that are Offer Conditions shall have occurred and be continuing at Arctic Cat is prepared to file, without further revisions; • by Arctic Cat prior to the time of termination; (vi) by the Company or Parent Acceptance Time if the Offer shall not have been consummated on or before March 20, 1998Arctic Cat Board determines to enter into a definitive agreement with respect to a Superior Proposal, provided that Arctic Cat has complied with the Company's failure non-solicitation provisions set forth in the Merger Agreement and described in "Third Party Acquisition Proposals" in this Section 12(a)—"Merger Agreement" of this Offer to Purchase, and prior to, and as a condition to the effectiveness of such termination, Arctic Cat has paid to Textron the Company Termination Fee (as defined below); • by Arctic Cat prior to the Acceptance Time if Textron or Purchaser has breached any of its representations or warranties or failed to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained set forth in the Merger Agreement, which breach or failure to perform (i) had a Parent Material Adverse Effect and (ii) is incapable of being cured or has prior to May 24, 2017 or, if curable by such date, is not been cured within one business day the earlier of thirty (30) calendar days after written notice thereof is given by Arctic Cat to Textron and May 24, 2017, except that the right to so terminate the Merger Agreement will not be available to Arctic Cat if it is then in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement; • by Textron prior to the Expiration Date; (viii) by Acceptance Time if the Company in order to enter into a definitive agreement providing for a Superior Proposal Arctic Cat Board effected an Adverse Action (as defined below) entered or Arctic Cat or any of its subsidiaries enters into in accordance with the exceptions an Acquisition Agreement; • by Textron prior to the non-solicitation Acceptance Time if Arctic Cat has breached any of its representation or warranties or failed to perform any of its covenants or agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any condition to the Offer set forth in the Merger Agreement and described belowin Section 15—"Conditions of the Offer" of this Offer to Purchase and (ii) is incapable of being cured prior to May 24, provided 2017, or, if curable by such date, is not cured within the earlier of thirty (30) calendar days after written notice thereof is given by Textron to Arctic Cat and May 24, 2017, except that prior thereto the Company has paid right to so terminate the Termination Fee (as defined below) Merger Agreement will not be available to Textron if either it or Purchaser is then in accordance with material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement; • by Textron prior to the Acceptance Time if Arctic Cat has intentionally breached (or (ixis deemed to have intentionally breached) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants obligations set forth in the Merger Agreement and described below but for in "Third Party Acquisition Proposals" in this Section 12(a)—"Merger Agreement" of this Offer to Purchase; or • by Textron prior to the exceptions thereto described belowAcceptance Time if there has been a Company Material Adverse Effect since the date of the Merger Agreement and the same is continuing.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Stockholders: (i) Acceptance Time by mutual written consent agreement of the Company and Parent or by Parent. The Merger Agreement may be terminated and the mutual action of their respective Boards of Directors; (ii) Offer and the Merger may be abandoned at any time prior to the Acceptance Time by either the Company or Parent upon written notice to the other if: • the Acceptance Time has not occurred on or before September 17, 2018 (the “End Date”); • any law, ruling or order is enacted that makes the acceptance for payment of, or the Company if any nation payment for Shares tendered pursuant to the Offer or government, any state the Merger illegal or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting that prohibits the consummation of the transactions contemplated by Offer or the Merger; or • the Offer expires as a result of the non-satisfaction of one or more conditions to the Offer, or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of the Merger Agreement), without Purchaser having accepted for payment any Shares tendered pursuant to the Offer; however, a party may not terminate the Merger Agreement or, for pursuant to the benefit of Parent only, the Stockholders Agreement, and above provisions if such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent if the Company shall have party has breached in any material respect its obligations under the Merger Agreement in any manner that primarily contributed to the occurrence of the failure of such condition to the consummation of the Offer or the Merger. The Merger Agreement may be terminated by the Company upon prior written notice to Parent at any time prior to the Acceptance Time, in which case, the Offer and the Merger will be abandoned if: • the Company Board causes the Company to enter into an Alternative Acquisition Agreement in order to accept a superior proposal, provided that, at such time, the Company has complied in all material respects with the obligations summarized in “No Solicitation of Other Offers” with respect to such superior proposal and the Company pays Parent the required Termination Fee prior to or concurrently with the termination; or • Parent or Purchaser has breached or failed to perform in any material respect its representations, warranties, covenants or agreements under the Merger Agreement, if such breach or failure has had or would reasonably be expected to prevent Parent or Purchaser from consummating the Offer, the Merger or any other agreements in transactions contemplated by the Merger Agreement and such breach or failure is incapable of being cured not curable or has not been cured within one 20 business day days of the date that the Company gives notice of such breach to Parent. The Merger Agreement may be terminated by the Company upon prior written notice to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse Purchaser fails to Parent its approval or recommendation of consummate the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request of when required to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn so in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any terms of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform is incapable of being cured or has not been cured within one business day prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that prior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned in accordance with its terms at any time prior to the Effective Timeeffective time, whether before or after adoption of the Merger Agreement by the StockholdersSemGroup stockholder approval: (i) • by mutual written consent of Energy Transfer and SemGroup; • by either Energy Transfer or SemGroup, if the Company merger is not completed on or prior to June 30, 2020, provided, that if all of the conditions to closing, other than legal prohibitions or regulatory approvals, have been satisfied or are capable of being satisfied at such time, the end date will be automatically extended to September 30, 2020 (such date, as it may be extended from June 30, 2020, is referred to as the “End Date”); and Parent provided, further, that such right to terminate the merger agreement will not be available to a party if the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement caused the failure of the closing to occur by the mutual action of their respective Boards of DirectorsEnd Date; (ii) • by either Parent Energy Transfer or the Company SemGroup, if any nation or government, any state an injunction or other political subdivision thereoflaw is entered, any entityenacted or becomes effective permanently restraining, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, merger and such order, decree or ruling injunction or other action shall law will have become final and nonappealablenon-appealable; (iii) by Parent if provided that the Company shall party seeking to avail itself of such right to terminate will have breached in any material respect any of used its representations, warranties, covenants or other agreements in the Merger Agreement and reasonable best efforts to remove such breach is incapable of being cured or has not been cured within one business day prior injunction to the then scheduled Expiration Dateextent so required by the merger agreement; or • by either Energy Transfer or SemGroup, if SemGroup’s stockholder meeting (ivincluding any adjournments or postponements thereof) by Parent if (a) has concluded, at which a vote upon the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation adoption of the Offer or merger agreement was taken, and without receiving the approval or adoption of any of the Company Proposals, merger agreement. Energy Transfer may also terminate the merger agreement: • if SemGroup breached or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreementmerger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is incapable capable of being cured by the End Date, SemGroup does not or has not been ceases to diligently attempt to cure such breach or failure in such a manner that would make it reasonably likely that such breach or failure will be cured within one business day prior to the Expiration End Date, in each case, after receiving written notice from Energy Transfer describing such breach or failure in reasonable detail (provided that Energy Transfer is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval, (viiii) in the event of a change of recommendation or (ii) SemGroup willfully and materially breaches any of its obligations not to solicit acquisition proposals or change its recommendation pursuant to the merger agreement. SemGroup may also terminate the merger agreement: • if Energy Transfer breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the Company End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Energy Transfer does not or ceases to diligently attempt to cure such breach or failure after receiving written notice from SemGroup describing such breach or failure in reasonable detail (provided that SemGroup is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval (only if SemGroup has complied with its obligations not to solicit acquisition proposals or change its recommendation pursuant to the merger agreement) in order to enter into a definitive agreement providing for with respect to a Superior Proposal superior offer (as defined below) entered which it enters into in accordance with or promptly following the exceptions to termination of the non-solicitation covenants described below, merger agreement); provided that prior thereto any such purported termination by SemGroup will be void and of no force or effect unless SemGroup pays Energy Transfer the Company has paid the Termination Breakup Fee (as defined below) in accordance with the Merger Agreement; or (ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described summarized below.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by action taken or authorized by the board of directors of the terminating party or parties, whether before or after adoption approval of the matters presented in connection with the Merger Agreement by the Stockholdersstockholders of the Company: (ia) by mutual written consent of Parent and the Company; (b) by either Parent or the Company and Parent if the Merger shall not have been consummated by March 31, 2000; provided, however, that the right to terminate the Merger Agreement under this clause shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or by resulted in, the mutual action failure of their respective Boards of Directorsthe Merger to occur on or before such date; (iic) by either Parent or the Company if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") governmental entity shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties shall have used their best efforts to resist, resolve or lift, as applicable) permanently enjoiningrestraining, restraining enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent onlyAgreement, the Company Option Agreement or the Stockholders Agreement, Agreement and such order, decree or decree, ruling or other action shall have become final and nonappealable; (iiid) by either Parent if or the Company shall have breached in if any material respect any approval by the stockholders of its representations, warranties, covenants or other agreements in the Company required for the consummation of the Merger Agreement and or the other transactions contemplated hereby shall not have been obtained at a meeting of the Company's stockholders called for such breach is incapable purpose or any adjournment thereof by reason of being cured the failure to obtain the required vote at a duly held meeting of stockholders or has not been cured within one business day at any adjournment thereof; (e) by Parent, prior to the then scheduled Expiration Date; acceptance for payment of the number of Shares equal to the Minimum Condition (ivthe "Minimum Shares") by Parent pursuant to the Offer, if (ai) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval Merger, (ii) the Company Board or adoption of any committee thereof shall have approved or recommended to the stockholders of the Company Proposalsany Company Takeover Proposal or Alternative Transaction, (iii) the Company Board or failed to reconfirm its recommendation within five business days after a written request to do so, or any committee thereof shall have approved or recommended that the stockholders of the Company tender their Shares in any Takeover Proposal tender or exchange offer that is an Alternative Transaction, (as defined below) or (biv) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; , or (v) by Parent if the Offer Company Board or any committee thereof shall have expired redeemed the Rights, or been terminated waived or withdrawn amended any provision of the Rights Agreement, in any such case to permit or facilitate the consummation of any Company Takeover Proposal or Alternative Transaction; (f) by the Company, prior to the acceptance for payment of the Minimum Shares pursuant to the Offer, in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any provisions of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does described above under "No Solicitation"; provided, however, that the right to terminate the Merger Agreement pursuant to this clause shall not result in the failure of the Offer to be so consummated by such time; available (viii) by if the Company if Parent shall have has breached in any material respect its obligations under the provisions of the Merger Agreement relating to "no solicitation" or (ii) if the Company fails to pay when due the cash fee described in the next paragraph; (g) by Parent, prior to the acceptance for payment of the Minimum Shares pursuant to the Offer, upon a breach of any covenant or agreement on the part of the Company set forth in the Merger Agreement which could reasonably be expected to have a material adverse effect on the Company or a material adverse effect on the consummation of the Offer or the Merger, or if any representation or warranty of the Company shall have become inaccurate and such inaccuracy could reasonably be expected to have a material adverse effect on the Company or a material adverse effect on the consummation of the Offer or the Merger; (h) by the Company, upon a breach of any covenant or agreement on the part of Parent or Purchaser set forth in the Merger Agreement which could reasonably be expected to have a material adverse effect on Parent or a material adverse effect on the consummation of the Offer or the Merger, or if any representation or warranty of Parent or Purchaser shall have become inaccurate and such inaccuracy could reasonably be expected to have a material adverse effect on Parent or a material adverse effect on the consummation of the Offer or the Merger; or (i) by Parent or the Company, if the Offer terminates or expires on account of the failure of any condition specified in Section 15 without Purchaser having purchased any Shares thereunder (provided that the right to terminate the Merger Agreement pursuant to this clause shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of any such condition). In the event of termination of the Merger Agreement by either Parent or the Company, the Merger Agreement shall become void and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to the requirement that the parties pay certain fees and expenses, including, as applicable, the cash fee described below, (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its representations, warranties, covenants or other agreements contained set forth in the Merger Agreement and (iii) the Confidentiality Agreement between Parent and the Company will remain in full force and effect. In the event that (i) the Merger Agreement is terminated pursuant to clause (e) or (f) in the preceding paragraph, or pursuant to clause (g) in the preceding paragraph in the case of a material breach of the Company's obligations under the "no solicitation" provisions of the Merger Agreement, which breach or failure to perform is incapable of being cured or has not been cured within one business day prior (ii)(A) any Third Party makes a Company Takeover Proposal to the Expiration Date; Company or its stockholders and thereafter the Merger Agreement is terminated by either party pursuant to the provisions of the Merger Agreement described in clause (viiib) by or (d) above and (B)(x) within 12 months after the termination of the Merger Agreement any Alternative Transaction is consummated or the Company enters into any Company Acquisition Agreement, in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance either case with the exceptions Third Party (or any affiliate of the Third Party) that made the Company Takeover Proposal to the non-solicitation covenants described below, provided that prior thereto Company or its stockholders or (y) within nine months after the termination of the Merger Agreement any Alternative Transaction is consummated or the Company has paid enters into any Company Acquisition Agreement, in either case with any other Third Party, then the Termination Fee Company shall pay Parent a cash fee of $10,000,000, which amount shall be payable by wire transfer of immediately available funds no later than (as defined below1) two business days after such termination in accordance with the Merger Agreement; case of a termination described in clause (i) above or (ix2) by Parent if the Company, any date of its officers or directors or financial or legal advisors shall take any consummation of such Alternative Transaction in the case of a termination described in clause (ii) above. For a description of the actions that would be proscribed by conditions of the non-solicitation covenants described below but for the exceptions thereto described belowOffer, see Section 15.

Termination of the Merger Agreement. The Merger Agreement may be terminated and in the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Stockholdersfollowing ways: (i) • by mutual written consent of the Company Parent and Parent or by the mutual action of their respective Boards of DirectorsExa; (ii) • by either Parent or Exa if the Company Acceptance Time has not occurred on or before February 27, 2018 (the "Outside Date"), provided, however, that if any nation or governmenton the Outside Date, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions (x) Purchaser is not then required to accept for payment validly tendered Shares pursuant to paragraph (b) of or pertaining Annex I to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement orand (y) none of the conditions specified in paragraph (c)(i), for (c)(ii), (c)(iii) or (c)(iv) of Annex I to the benefit Merger Agreement have occurred and are continuing, then either Parent or Exa may extend the Outside Date to April 27, 2018; except that the right to so terminate the Merger Agreement will not be available to Parent or Exa if its material breach of the Merger Agreement has been the primary cause or primarily resulted in the failure of the Acceptance Time to occur on or before the applicable Outside Date; • by either Parent only, the Stockholders Agreement, and such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent Exa if the Company shall have breached in Offer expires as a result of the non-satisfaction of any material respect any of its representations, warranties, covenants or other agreements conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase or is terminated or withdrawn pursuant to its terms without any Shares being accepted for payment thereunder, except that the right to so terminate the Merger Agreement will not be available to Parent or Exa if its breach of the Merger Agreement has been the primary cause or primarily resulted in the non-satisfaction of any condition to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase or the termination or withdrawal of the Offer pursuant to its terms without any Shares being accepted for payment under the Offer; • by either Parent or Exa if any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the Offer, except that the right to so terminate the Merger Agreement will not be available to Parent or Exa if its breach of the Merger Agreement has been the primary cause or primarily resulted in the issuance of such breach is incapable of being cured decision, injunction, decree, ruling, law or has not been cured within one business day order; • by Exa prior to the then scheduled Expiration Date; Acceptance Time if, for any reason, Purchaser has failed to commence (iv) by Parent if (awithin the meaning of Rule 14d-2 under the Exchange Act) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five twenty (20) business days after the date of the Merger Agreement, except Exa may not so terminate the Merger Agreement if Exa has not provided Parent with a written request Schedule 14D-9 that Exa is prepared to do sofile, without further revisions; • by Exa prior to the Acceptance Time if the Exa Board determines to enter into a definitive agreement with respect to a Superior Proposal, provided that Exa has complied with the non-solicitation provisions set forth in the Merger Agreement and described in "Third-Party Acquisition Proposals" in this Section 12(a)—"Merger Agreement" of this Offer to Purchase, and prior to or approved or recommended any Takeover Proposal substantially concurrently, and as a condition to the effectiveness of such termination, Exa has paid to Parent the Company Termination Fee (as defined below) ); • by Exa prior to the Acceptance Time if Parent or (b) the Company Board or any committee thereof shall have resolved to take Purchaser has breached any of the foregoing actions; (v) by Parent if the Offer shall have expired its representations or been terminated warranties or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure failed to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained set forth in the Merger Agreement, which breach or failure to perform (i) had a Parent Material Adverse Effect and (ii) is incapable of being cured or has not been cured within one business day prior to the Expiration applicable Outside Date or, if curable by such date, is not cured prior to the earlier of thirty (30) calendar days after written notice thereof is given by Exa to Parent and the applicable Outside Date, except that the right to so terminate the Merger Agreement will not be available to Exa if it is then in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement; (viii) • by Parent prior to the Company in order to enter into a definitive agreement providing for a Superior Proposal Acceptance Time if the Exa Board has effected an Adverse Action (as defined below) entered or Exa or any of its subsidiaries enters into in accordance with the exceptions an Acquisition Agreement; • by Parent prior to the non-solicitation Acceptance Time if Exa has breached any of its representation or warranties or failed to perform any of its covenants or agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any condition to the Offer set forth in the Merger Agreement and described belowin Section 15—"Conditions of the Offer" of this Offer to Purchase and (ii) is incapable of being cured prior to the applicable Outside Date, provided or, if curable by such date, is not cured prior to the earlier of thirty (30) calendar days after written notice thereof is given by Parent to Exa and the applicable Outside Date, except that prior thereto the Company has paid right to so terminate the Termination Fee (as defined below) Merger Agreement will not be available to Parent if either it or Purchaser is then in accordance with material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement; or (ix) • by Parent prior to the Acceptance Time if the CompanyExa has (i) intentionally breached, any of its officers or directors or financial or legal advisors shall (ii) intentionally failed to take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.action necessary to avoid a deemed breach, or