Common use of Termination; Termination Fee Clause in Contracts

Termination; Termination Fee. (a) This Agreement may be terminated (i) by the mutual written agreement of Adaxx xxd the Company; (ii) by Adaxx, xf Adaxx xx not in material breach of any of the terms of this Agreement, by written notice to the Company and the Bank, if the Company or the Bank or any of their respective affiliates or representatives breach in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); (iii) by Adaxx, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c); provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and (vi) by the Company or Adaxx, xy written notice to the other, if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required. (b) This Agreement shall terminate automatically upon the earlier to occur of (i) the expiration of the Offering Period (as it may be extended pursuant to Section 2) and (ii) the completion of the Offering and the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) Section 5(a)(iv) or (iv) (A) Section 5(b)(i) and, prior to such termination, the Company or the Bank shall have entered into a letter of intent, memorandum of understanding, agreement in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror in such transaction or any of its affiliates. (d) Upon the termination of this Agreement pursuant to Section 5(a) or 5(b), there shall be no liability on the part of any party hereto or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of this Agreement and shall remain in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such notice to cure any such alleged breach or material breach.

Termination; Termination Fee. This Agreement may be validly terminated prior to the Closing only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis): a) This Agreement may be terminated (i) terminated at any time prior to the Closing by the mutual written agreement of Adaxx xxd the Company;Parties. b) If the Closing has not occurred by the date that is six (ii6) by Adaxxmonths from the date hereof (the “Termination Date”) for any reason, xf Adaxx xx not in material breach of any of the terms of either Party may terminate this Agreement, Agreement by written notice to the Company and other Parties; provided that the Bank, if the Company or the Bank or right to terminate this Agreement pursuant to this Section 1.06(b) shall not be available to any Party whose failure to fulfill any of their respective affiliates its obligations under this Agreement or representatives other breach in any material respect any of their obligations hereunder and such breach is not cured within this Agreement has been a cause of, or resulted in, the applicable time period as failure for the Closing to occur on or prior to the Termination Date. c) If (i) all closing conditions set forth in Section 5(e); Sections 1 and 2 of Schedule C are satisfied or waived by the Acquirer, (ii) the Shah Seller has delivered to the Acquirer a written notice that the Sellers are ready, willing and able to consummate the Closing and (iii) by Adaxx, xf the Acquirer fails to consummate the Closing within five (A5) Business Days following the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) date on which the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid Closing should have occurred pursuant to Section 5(c); provided1.04, however, that then the Company shall not be obligated to make any payment pursuant to Shah Seller may terminate this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any Agreement upon delivery of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and (vi) by the Company or Adaxx, xy written notice to the otherAcquirer, if any and, within five (5) days of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval of the Federal Reservesuch termination, the FDIC Acquirer shall pay the Shah Seller, via wire transfer of immediately available funds in U.S. dollars, a reverse termination fee of US$5,000,000 to one or more accounts to be designated by the DFI to assume Shah Seller in writing as the position described in Section 1(e)(i), sole remedy to the extent any such approval is requiredSellers. (bd) This Agreement shall terminate automatically upon the earlier to occur of If (i) the expiration all closing conditions set forth in Sections 1 and 3 of the Offering Period (as it may be extended pursuant Schedule C are satisfied with respect to Section 2) and each Seller or waived by each Seller, (ii) the completion of Acquirer has delivered to each Seller a written notice that the Offering Acquirer is ready, willing and able to consummate the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense Closing and effort Management will expend in connection with the transactions contemplated hereby and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) the Closing has not occurred by the Termination Date due to the Shah Seller’s failure to comply with its obligations under Section 5(a)(iv) 4.01 or (iv) (A) take any reasonably necessary action to consummate the transaction pursuant to Section 5(b)(i) 1.03, then the Acquirer may terminate this Agreement upon delivery of written notice to the Shah Seller, and, prior to within five (5) days of such termination, the Company Shah Seller shall pay the Acquirer, via wire transfer of immediately available funds in U.S. dollars, a termination fee of US$5,000,000 to one or more accounts to be designated by the Acquirer in writing as the sole remedy to the Acquirer. e) If any governmental authority of competent jurisdiction shall have notified any Party that any Required Approval will not be granted prior to the Termination Date, then either the Shah Seller or the Bank shall have entered into a letter of intent, memorandum of understanding, agreement in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror in such transaction or any of its affiliates. (d) Upon the termination of Acquirer may terminate this Agreement pursuant to Section 5(a) or 5(b), there shall be no liability on the part upon delivery of any party hereto or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of this Agreement and shall remain in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such written notice to cure any such alleged breach or material breachthe other Party.

Termination; Termination Fee. (a) This Agreement may shall be terminated (i) by the mutual written agreement of Adaxx xxd the Company; (ii) by Adaxx, xf Adaxx xx not in material breach of any of the terms of this Agreement, by written notice to the Company and the Bank, terminated if the Company or Closing shall not have occurred within 120 days following the Bank or any of their respective affiliates or representatives breach in any material respect any of their obligations hereunder and such breach is not cured within Execution Date (the applicable time period as set forth in Section 5(e); (iii) by Adaxx, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c“Termination Date”); provided, however, that if the Company Merger Agreement has been terminated in accordance with its terms (the “Merger Termination”) prior to the Termination Date, then this Agreement shall not be obligated to make any payment terminated on the Business Day following the effective date of the Merger Termination (the “Early Termination Date”). Paragraph (c) of this Section 1.3, Section 5.9 and Article VIII shall survive the termination of this Agreement on the Termination Date pursuant to this subsection if Adaxx xxters into a consulting or employment arrangement with paragraph (a) of this Section 1.3. Paragraphs (b) and (c) of this Section 1.3, Section 5.9 and Article VIII shall survive the acquiror involved in such Acquisition Proposal or any termination of its affiliates;this Agreement on the Early Termination Date pursuant to this paragraph (a) of this Section 1.3. (vi) by Until the CompanyTermination Date, if neither the Company nor the Bank is in material breach of any each of the terms Parent and the Note Issuer agrees to not solicit, enter into substantive discussion regarding, or enter into any agreements or non-binding agreements of this Agreement, by written notice to Adaxx, xf Management breaches in understanding or intent with other parties regarding any material respect any other financing for which the use of their obligations hereunder and such breach the proceeds is not cured within substantially the applicable time period as use set forth in Section 5(e); and (vi) 5.8 hereof or which is intended as a substitute for the financing provided by the Company or Adaxx, xy written notice Purchasers to the other, if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive Parent and the approval Note Issuer hereunder or to consummate the Offer or the Merger without consummating the sale of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required. (b) This Agreement shall terminate automatically upon the earlier to occur of (i) the expiration of the Offering Period (as it may be extended pursuant to Section 2) and (ii) the completion of the Offering and the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) Section 5(a)(iv) or (iv) (A) Section 5(b)(i) and, prior to such termination, the Company or the Bank shall have entered into a letter of intent, memorandum of understanding, agreement in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant TransactionSecurities hereunder; provided, however, that (A) if any Purchaser (a “Defaulting Purchaser”) defaults on its obligation to purchase the Company amount of Securities set forth opposite its name on Schedule I hereto pursuant to paragraph (d) of Section 1.1 hereof (the “Default Securities”), the Parent and the Note Issuer may solicit and enter into an agreement with any of the nondefaulting Purchasers or any other Persons that is permitted by, but subject to, the terms and conditions set forth in clause (ii) of this paragraph (b), and (B) if the Merger Agreement is terminated prior to the Termination Date, the Parent and the Note Issuer may solicit and enter into an agreement with any of the Purchasers or any other Persons that is permitted by, but subject to, the terms and conditions set forth in clause (iii) of this paragraph (b). (ii) Until the Termination Date, the Parent and the Note Issuer (A) agree to offer each Purchaser other than a Defaulting Purchaser (an “Eligible Purchaser”) the right, exercisable solely at each such Purchaser’s option, to purchase any or all of the Default Securities (the “Default Purchase Right”) before offering the Default Purchase Right to any other Person (a “Third Party Purchaser”), and (B) if any Eligible Purchaser elects not to exercise its Default Purchase Right (a “Declining Purchaser”), the Parent and the Note Issuer shall not be obligated offer the Default Purchase Right to make any payment pursuant other Eligible Purchaser or any Third Party Purchaser on terms and conditions that are more favorable to this subsection if such Eligible Purchaser or Third Party Purchaser than the relevant Significant Transaction involves an acquisition of terms and conditions initially presented to the Company and Adaxx xxters into a consulting or employment arrangement with Declining Purchaser without offering the acquiror in such transaction same to the Declining Purchaser. (iii) If the Merger Agreement is terminated and, prior to the Termination Date, the Parent or any of its affiliates. affiliates propose to enter into transactions substantially similar to or intended as a substitute for the transactions contemplated by the Merger Agreement (da “Substitute Merger”) Upon and any of the termination of this Agreement pursuant to Section 5(a) or 5(b), there shall be no liability on the part of any party hereto Parent or any of their respective its affiliates or require financing in order to consummate such Substitute Merger (the directors“Substitute Financing”), officersthen, partnersuntil the Termination Date, membersthe Parent and the Note Issuer agree not to consummate such Substitute Merger without (A) offering each of the Purchasers the right, managersexercisable solely at each Purchaser’s option, employees, agents or to provide the Substitute Financing (the “Substitute Financing Right”) before offering the Substitute Financing Right to any other representatives of any of themPerson (a “Third Party Lender”), and all rights (B) if any Purchaser elects not to provide the Substitute Financing (a “Declining Lender”), the Parent and obligations of each party hereto the Note Issuer shall cease, except that (i) not offer the rights and obligations of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive Substitute Financing Right to any termination of this Agreement and shall remain in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud other Purchaser or any willful breach of this AgreementThird Party Lender on terms and conditions that are more favorable to such Purchaser or Third Party Lender than the terms and conditions initially presented to the Declining Lender without offering the same to the Declining Lender. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such notice to cure any such alleged breach or material breach.

Termination; Termination Fee. (a) This Agreement may only be terminated terminated by (i) by the mutual written agreement consent of Adaxx xxd the Company; Seller and Azzurro, (ii) by Adaxx, xf Adaxx xx not in material breach of any of the terms of this Agreement, by written notice to the Company and the BankSeller or Azzurro, if the Company Closing shall not have occurred on or the Bank or any of their respective affiliates or representatives breach in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); (iii) by Adaxxbefore October 31, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer2009, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c); provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and (vi) by the Company or Adaxx, xy written notice to the other, if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required. (b) This Agreement shall terminate automatically upon the earlier to occur of (i) the expiration of the Offering Period (as it may be extended pursuant to Section 2) and (ii) the completion of the Offering and the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a the breach of this Agreement by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii)Party seeking to so terminate this Agreement, (iii) Section 5(a)(ivAzzurro, due to a material breach hereof by Seller or Travelzoo, which (if capable of cure) or remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (Aif capable of cure) Section 5(b)(iremains uncured for 10 days after written notice thereof to Azzurro or (v) andAzzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, prior to such termination, the Company adopt or the Bank recommend any Superior Proposal or Acquisition Proposal or Seller shall have entered into a executed any letter of intent, memorandum of understanding, agreement in principle understanding or similar agreement with respect Contract relating to an any Superior Proposal or Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant TransactionProposal; provided, howeverthat this Agreement shall be terminated, that without further action by the Company shall not be obligated to make any payment pursuant to this subsection parties, if the relevant Significant Transaction involves an acquisition Japan Purchase Agreement shall be terminated for any reason (and, as provided in the Japan Purchase Agreement, such agreement shall be terminated, without further action by the parties thereto, if this Agreement shall be terminated for any reason). In the event of any termination of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror Agreement as provided in such transaction or any of its affiliates. (d) Upon the termination of this Section 10.2, this Agreement pursuant to Section 5(a) or 5(b), shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of any party hereto the Buyer, Seller, Azzurro or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, Travelzoo except that (i) with respect to any breach of this Agreement occurring prior to termination, (ii) that the rights and obligations provisions of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof Section 6.4(a) shall survive any such termination of this Agreement and shall remain in full force and effect; and (iiiii) nothing herein shall relieve any party from liability for any fraud if Azzurro or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of Seller terminates this Agreement shall have pursuant to Section 10.2(v), above, within two Business Days after the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt date of such notice termination, Seller shall pay Azzurro (by wire transfer of immediately available funds) an aggregate of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under this Agreement and the Japan Purchase Agreement, which shall be paid to, or as directed by, Azzurro, by wire transfer of immediately available funds to cure any such alleged breach one or material breachmore account(s) specified by Azzurro in writing.

Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated (i) by the mutual written agreement consent of Adaxx xxd the CompanySeller and Buyer; (ii) by Adaxx, xf Adaxx xx not in material breach of any of the terms of this Agreement, by written notice to the Company and the BankSeller or Buyer, if the Company Closing shall not have occurred on or the Bank or any of their respective affiliates or representatives breach in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); (iii) by Adaxxbefore July 3, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c)2011; provided, however, that the Company right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be obligated available to make any payment pursuant Party whose failure to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or perform any of its affiliatesobligations under this Acquisition Agreement resulted in the failure of the Closing to be consummated by such date; (iii) by Seller or Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement by the Parties; (v) by the CompanyBuyer, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); anda Seller Adverse Recommendation Change shall have occurred; (vi) by the Company or Adaxx, xy written notice to the otherBuyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of Adaxxthe conditions in ARTICLE VII not to be satisfied; (viii) by Seller, Xhoxxxxx xx Loexxx xxes if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not receive the approval be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the Federal Reserveconditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, the FDIC or the DFI to assume the position described in accordance with Section 1(e)(i), to the extent any such approval is required6.2. (b) This If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall terminate automatically upon forthwith become null and void (other than Section 6.8, this ARTICLE X and the earlier to occur Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) the expiration any liability of the Offering Period (Seller as it may be extended pursuant to provided in Section 2) 10.2(c), and (ii) the completion any liability of the Offering and the receipt by the Company any Party for fraud, bad faith or any breach of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e))this Acquisition Agreement. (c) In recognition (i) If this Acquisition Agreement is terminated by Buyer pursuant to Section 10.2(a)(v), (vi), or (viii), then Seller shall, on the date of such termination, pay Buyer by wire transfer of immediately available funds to an account designated by Buyer a fee equal to the substantial timesum of: (A) $1,500,000 (the “Termination Fee”), expense and (B) all reasonable out-of-pocket expenses, actually documented and effort Management will expend incurred or payable by or on behalf of Buyer in connection with or in anticipation of the transactions contemplated hereby by this Acquisition Agreement and the opportunity cost to Management Related Agreements (whether before or after the date of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iiiAcquisition Agreement), (iii) Section 5(a)(iv) or (iv) (A) Section 5(b)(i) andincluding all attorney’s fees, prior to such terminationfinancial advisor’s fees, the Company or the Bank shall have entered into a letter of intent, memorandum of understanding, agreement in principle or similar agreement with respect accountants’ fees and filing fees up to an Acquisition Proposal aggregate amount not to exceed $500,000 (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b“Termination Expenses”)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror in such transaction or any of its affiliates. (d) Upon the termination of this Agreement pursuant to Section 5(a) or 5(b), there shall be no liability on the part of any party hereto or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of this Agreement and shall remain in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such notice to cure any such alleged breach or material breach.

Termination; Termination Fee. (a) This Agreement and the transactions contemplated hereby may be terminated terminated prior to the Closing: (i) at any time by mutual consent of the mutual written agreement of Adaxx xxd the Company; parties; (ii) by AdaxxFrost Hanna or Gaines Berland if the Closing has not occurred on or prior to October 31, xf Adaxx xx 1999 (the "TERMINATION DATE"), provided the failure of the Closing to occur by such date is not in material breach the result of the failure of the party seeking to terminate this Agreement to perform or fulfill any of the terms of this Agreement, by written notice to the Company and the Bank, if the Company or the Bank or any of their respective affiliates or representatives breach in any material respect any of their its obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); hereunder; (iii) by Adaxx, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock Gaines Berland at any time in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of its sole discretion if any of the terms representations or warranties of Frost Hanna or FHGB in this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal Agreement are not in all material respects true and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c); provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection accurate or if Adaxx xxters into a consulting Frost Hanna or employment arrangement with the acquiror involved in such Acquisition Proposal or any of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management FHGB breaches in any material respect any of their obligations hereunder and covenant (including, but not limited to, covenants under SECTION 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured within prior to October 31, 1999, or such other date as the applicable parties may agree in writing; (iv) by Frost Hanna at any time period in its sole discretion if any of the representations or warranties of Gaines Berland in this Agreement are not in all material respects true and accurate or if Gaines Berland breaches in any material respect any covenant (including, but not limited to, covenants under SECTION 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as set forth the parties may agree in Section 5(e)writing; and (v) by Frost Hanna if Gaines Berland fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; or (vi) by Frost Hanna or Gaines Berland if Frost Hanna fails to obtain the Company required vote of its shareholders at a meeting of shareholders duly convened therefor or Adaxxat any adjournment thereof; provided, xy written notice HOWEVER, that the right to terminate this Agreement under SUBSECTIONS (v) AND (vi) shall not be available to Frost Hanna, Gaines Berland, Holdings or G-Trade where the otherfailure to obtain shareholder approval of such party was caused by the act or failure to act of such party and such act or failure to act constitutes a material breach by such party of this Agreement; provided, further, that the right to terminate this Agreement under SUBSECTION (vi) shall not be available to Gaines Berland if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval Person signing a Voting Agreement fails to vote in favor of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required. (b) This Agreement shall terminate automatically upon the earlier to occur of (i) the expiration of the Offering Period (as it may be extended pursuant to Section 2) Merger and (ii) the completion of the Offering and the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby at the meeting of Gaines Berland's, Holdings' and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if G-Trade's shareholders. If this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach this SECTION 7.5, written notice thereof shall promptly be given by the Company, party electing such termination to the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) Section 5(a)(iv) or (iv) (A) Section 5(b)(i) other party and, prior subject to such termination, the Company or expiration of the Bank shall have entered into a letter of intent, memorandum of understanding, agreement cure periods provided in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), clauses (iii) and (iv)) above, if any, this Agreement shall terminate without further actions by the Company parties and, except as provided in this SECTION 7.5, no party shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in have any event not later than two (2) business days, following the closing of further obligations under this Agreement; provided that any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror in such transaction or any of its affiliates. (d) Upon the termination of this Agreement pursuant to Section 5(athis SECTION 7.5 shall not relieve any party from any liability for any intentional or willful breach or violation hereof; PROVIDED, FURTHER that a breach of SECTION 5.9 shall not be deemed an intentional or willful breach if the Board of Directors believed in good faith and upon advise of counsel that such a breach was necessary for it to fulfill its fiduciary interests of its shareholders. In the event of a termination of this Agreement, the exclusive remedy of the parties hereunder (except for willful or intentional breaches) or 5(b), there shall be no liability on as set forth in this Section 7.5. Notwithstanding the part termination of any party hereto or any of their this Agreement, the respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties under SECTIONS 5.3, and Article VIII shall survive the termination of this Agreement. In the event this Agreement is terminated by Gaines Berland pursuant to SECTION 7.5(iii), Frost Hanna shall promptly, but in no event later than ten business days after the date of such termination, pay to Gaines Berland, Holdings and G-Trade a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Frost Hanna pursuant to SECTION 7.5(iv), Gaines Berland, Holdings and G-Trade shall promptly, but in no event later than ten business days after the date of such termination, pay to Frost Hanna a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Gaines Berland pursuant to SECTION 7.5(vi) after Frost Hanna's Board of Directors withdrew its recommendation to its shareholders to approve the Merger because it believed that it was required to do so to satisfy its fiduciary duties to its shareholders, then Frost Hanna shall promptly, but in no event later than 10 days after such termination, pay to Gaines Berland a fee of $100,000 in immediately available funds. The parties acknowledge that the provisions set forth in Sections 5this SECTION 7.5 are an integral part of the transactions contemplated by this Agreement, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of that without such provisions the parties would not have entered into this Agreement and shall remain that the above-referenced fees are liquidated damages and not penalties, are intended to, among other things, compensate the parties for expenses incurred in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreementconnection herewith. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such notice to cure any such alleged breach or material breach.

Termination; Termination Fee. (a) This Agreement may only be terminated terminated by (i) by the mutual written agreement consent of Adaxx xxd the Company; Seller and Azzurro, (ii) by Adaxx, xf Adaxx xx not in material breach of any of the terms of this Agreement, by written notice to the Company and the BankSeller or Azzurro, if the Company Closing shall not have occurred on or the Bank or any of their respective affiliates or representatives breach in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); (iii) by Adaxxbefore October 31, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer2009, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c); provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and (vi) by the Company or Adaxx, xy written notice to the other, if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required. (b) This Agreement shall terminate automatically upon the earlier to occur of (i) the expiration of the Offering Period (as it may be extended pursuant to Section 2) and (ii) the completion of the Offering and the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a the breach of this Agreement by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii)Party seeking to so terminate this Agreement, (iii) Section 5(a)(ivAzzurro, due to a material breach hereof by Seller or Travelzoo, which (if capable of cure) or remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (Aif capable of cure) Section 5(b)(iremains uncured for 10 days after written notice thereof to Azzurro or (v) andAzzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, prior to such termination, the Company adopt or the Bank recommend any Superior Proposal or Acquisition Proposal or Seller shall have entered into a executed any letter of intent, memorandum of understanding, agreement in principle understanding or similar agreement with respect Contract relating to an any Superior Proposal or Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant TransactionProposal; provided, howeverthat this Agreement shall be terminated, that without further action by the Company shall not be obligated to make any payment pursuant to this subsection parties, if the relevant Significant Transaction involves an acquisition Hong Kong Purchase Agreement shall be terminated for any reason (and, as provided in the Hong Kong Purchase Agreement, such agreement shall be terminated, without further action by the parties thereto, if this Agreement shall be terminated for any reason). In the event of any termination of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror Agreement as provided in such transaction or any of its affiliates. (d) Upon the termination of this Section 10.2, this Agreement pursuant to Section 5(a) or 5(b), shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of any party hereto the Buyer, Seller, Azzurro or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, Travelzoo except that (i) with respect to any breach of this Agreement occurring prior to termination, (ii) that the rights and obligations provisions of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof Section 6.4(a) shall survive any such termination of this Agreement and shall remain in full force and effect; and (iiiii) nothing herein shall relieve any party from liability for any fraud if Azzurro or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of Seller terminates this Agreement shall have pursuant to Section 10.2(v), above, within two Business Days after the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt date of such notice termination, Seller shall pay Azzurro (by wire transfer of immediately available funds) an aggregate of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under this Agreement and the Hong Kong Purchase Agreement, which shall be paid to, or as directed by, Azzurro, by wire transfer of immediately available funds to cure any such alleged breach one or material breachmore account(s) specified by Azzurro in writing.

Termination; Termination Fee. (a) This Agreement and the transactions contemplated hereby may be terminated terminated prior to the Closing: (i) at any time by mutual consent of the mutual written agreement of Adaxx xxd the Company; parties; (ii) by AdaxxFrost Hanna or Gaines Berland if the Closing has not occurred on or prior to October 31, xf Adaxx xx 1999 (the "Termination Date"), provided the failure of the Closing to occur by such date is not the result of the failure of the party seeking to terminate this Agreement to perform or fulfill any of its obligations hereunder; (iii) by Gaines Berland at any time in material breach of its sole discretion if any of the terms representations or warranties of Frost Hanna or FHGB in this Agreement, by written notice to the Company Agreement are not in all material respects true and the Bank, accurate or if the Company Frost Hanna or the Bank or any of their respective affiliates or representatives breach FHGB breaches in any material respect any of their obligations hereunder and covenant (including, but not limited to, covenants under Section 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured within prior to October 31, 1999, or such other date as the applicable time period as set forth parties may agree in Section 5(e); (iii) by Adaxx, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); writing; (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not Frost Hanna at any time in material breach of its sole discretion if any of the terms representations or warranties of Gaines Berland in this Agreement are not in all material respects true and accurate or if Gaines Berland breaches in any material respect any covenant A-48 55 (including, but not limited to, covenants under Section 5.9) contained in this Agreement, including Section 2provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (Bv) by Frost Hanna if Gaines Berland fails to obtain the Company Board authorizes required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; or (vi) by Frost Hanna or Gaines Berland if Frost Hanna fails to obtain the Company, subject to complying with the terms required vote of this Agreement, including Section 2, to enter into its shareholders at a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay meeting of shareholders duly convened therefor or at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c)any adjournment thereof; provided, however, that the Company right to terminate this Agreement under subsections (v) and (vi) shall not be obligated available to make any payment pursuant Frost Hanna, Gaines Berland, Holdings or G-Trade where the failure to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in obtain shareholder approval of such Acquisition Proposal or any of its affiliates; (v) party was caused by the Company, if neither the Company nor the Bank is in act or failure to act of such party and such act or failure to act constitutes a material breach of any of the terms by such party of this Agreement; provided, by written notice further, that the right to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and terminate this Agreement under subsection (vi) by the Company or Adaxx, xy written notice shall not be available to the other, Gaines Berland if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval Person signing a Voting Agreement fails to vote in favor of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required. (b) This Agreement shall terminate automatically upon the earlier to occur of (i) the expiration of the Offering Period (as it may be extended pursuant to Section 2) Merger and (ii) the completion of the Offering and the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby at the meeting of Gaines Berland's, Holdings' and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if G-Trade's shareholders. If this Agreement is terminated pursuant to (i) this Section 5(a)(ii) as a result of a breach 7.5, written notice thereof shall promptly be given by the Company, party electing such termination to the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) Section 5(a)(iv) or (iv) (A) Section 5(b)(i) other party and, prior subject to such termination, the Company or expiration of the Bank shall have entered into a letter of intent, memorandum of understanding, agreement cure periods provided in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), clauses (iii) and (iv)) above, if any, this Agreement shall terminate without further actions by the Company parties and, except as provided in this Section 7.5, no party shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in have any event not later than two (2) business days, following the closing of further obligations under this Agreement; provided that any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror in such transaction or any of its affiliates. (d) Upon the termination of this Agreement pursuant to this Section 5(a7.5 shall not relieve any party from any liability for any intentional or willful breach or violation hereof; provided, further that a breach of Section 5.9 shall not be deemed an intentional or willful breach if the Board of Directors believed in good faith and upon advise of counsel that such a breach was necessary for it to fulfill its fiduciary interests of its shareholders. In the event of a termination of this Agreement, the exclusive remedy of the parties hereunder (except for willful or intentional breaches) or 5(b), there shall be no liability on as set forth in this Section 7.5. Notwithstanding the part termination of any party hereto or any of their this Agreement, the respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties under Sections 5.3, and Article VIII shall survive the termination of this Agreement. In the event this Agreement is terminated by Gaines Berland pursuant to Section 7.5(iii), Frost Hanna shall promptly, but in no event later than ten business days after the date of such termination, pay to Gaines Berland, Holdings and G-Trade a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Frost Hanna pursuant to Section 7.5(iv), Gaines Berland, Holdings and G-Trade shall promptly, but in no event later than ten business days after the date of such termination, pay to Frost Hanna a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Gaines Berland pursuant to Section 7.5(vi) after Frost Hanna's Board of Directors withdrew its recommendation to its shareholders to approve the Merger because it believed that it was required to do so to satisfy its fiduciary duties to its shareholders, then Frost Hanna shall promptly, but in no event later than 10 days after such termination, pay to Gaines Berland a fee of $100,000 in immediately available funds. The parties acknowledge that the provisions set forth in Sections 5this Section 7.5 are an integral part of the transactions contemplated by this Agreement, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of that without such provisions the parties would not have entered into this Agreement and shall remain that the above-referenced fees are liquidated damages and not penalties, are intended to, among other things, compensate the parties for expenses incurred in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreementconnection herewith. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such notice to cure any such alleged breach or material breach.

Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated (i) by the mutual written agreement consent of Adaxx xxd Xxxxxxxxxx and the CompanyBuyer; (ii) by Adaxx, xf Adaxx xx not in material breach of any of Xxxxxxxxxx or the terms of this Agreement, by written notice to the Company and the BankBuyer, if the Company Closing shall not have occurred on or before April 1, 2011; provided, however, that the Bank or right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of their respective affiliates or representatives breach its obligations under this Acquisition Agreement resulted in any material respect any the failure of their obligations hereunder and the transaction to be so consummated by such breach is not cured within the applicable time period as set forth in Section 5(e)date; (iii) by Adaxx, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company Xxxxxxxxxx or the Bank enters into Buyer, upon the issuance of any final, nonappealable order by a definitive agreement with respect court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Significant Transaction (other than Party if the Offering) or (C) issuance of such final, nonappealable order was primarily due to the Company, the Bank or failure of such Party to perform any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering)of its obligations under this Acquisition Agreement; (iv) by Xxxxxxxxxx or the CompanyBuyer, by written notice to Adaxx, xf (A) if the Company Xxxxxxxxxx Stockholder Meeting occurs and the sale of the Business on the terms set forth in this Acquisition Agreement is not approved; (v) by the Buyer, if a Xxxxxxxxxx Adverse Recommendation Change shall have occurred; (vi) by the Buyer, if Xxxxxxxxxx shall have willfully and materially breached the terms of Section 6.14 of this Acquisition Agreement in material any respect adverse to the Buyer; (vii) by the Buyer, in the event the Sellers are in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the terms conditions in ARTICLE VII not to be satisfied; (viii) by Xxxxxxxxxx, if Xxxxxxxxxx enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.14(c), provided, however, that Xxxxxxxxxx may only exercise this termination right if Xxxxxxxxxx has complied with its obligations under Section 6.14, including, without limitation, Section 6.14(d), and provided, further, that such termination shall not be effective unless concurrently therewith Xxxxxxxxxx fulfills its obligations under Section 10.2(c)(ii); or (ix) by Xxxxxxxxxx, in the event the Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied. (b) In the event of termination of this Acquisition Agreement as provided in Section 10.2(a), written notice thereof shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.9, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) any liability of the Sellers as provided in Section 10.2(c), and (ii) that nothing shall relieve any Party from liability for fraud, bad faith or any breach of this Acquisition Agreement; and provided further that where the Termination Fee (as defined below) is payable, including Section 2the Sellers shall have no other liability upon termination except for liability for any willful and material breach prior to, or resulting in, such termination. (Bc) In the event that (i) within eighteen (18) months after this Acquisition Agreement is terminated pursuant to Sections 10.2(a)(ii), 10.2(a)(iv) or 10.2(a)(vi) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter Sellers shall have entered into a definitive agreement with respect to an for, or consummated, any transaction involving 50% or more of the assets, voting securities or equity securities of Xxxxxxxxxx or the Sellers, including a transaction contemplated by a Superior Proposal; or (ii) this Acquisition Proposal and (C) Agreement is terminated by the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid Buyer pursuant to Section 5(c10.2(a)(v) or by Xxxxxxxxxx pursuant to Section 10.2(a)(viii), then the Sellers shall (A) in the case of termination described in (c)(i) of this Section 10.2, upon the consummation of any transaction for 50% or more of the assets, voting securities or equity securities of Xxxxxxxxxx or the Sellers, including a transaction contemplated by a Superior Proposal, or (B) in the case of a termination described in (c)(ii) of this Section 10.2, on the date of such termination, pay the Buyer by wire transfer of immediately available funds to an account designated by the Buyer a fee equal to (x) $8,400,000 (the “Termination Fee”) and, in addition, (y) all reasonable out-of-pocket expenses, actually documented and incurred or payable by or on behalf of the Buyer in connection with or in anticipation of the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees (“Termination Expenses”); provided, however, that in no event shall the Company shall not Sellers be obligated to make any payment pursuant to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and (vi) by the Company or Adaxx, xy written notice liable to the otherBuyer for Termination Expenses in excess of $1,600,000, if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive in the approval of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is requiredaggregate. (bd) This Agreement shall terminate automatically upon The Buyer and the earlier to occur of (i) Sellers acknowledge and agree that the expiration payment of the Offering Period (Termination Fee and Termination Expenses as it may be extended contemplated by Section 10.2(c) is reasonable and not excessive in light of the nature of the transactions contemplated by this Acquisition Agreement. If the Buyer has the right to receive the Termination Fee and Termination Expenses pursuant to Section 2) 10.2(c), such Termination Fee and (ii) Termination Expenses shall be the completion of the Offering and the receipt Buyer’s exclusive remedy for any breach by the Company Sellers other than for fraud or bad faith. The Parties acknowledge and agree that the agreements contained in this Section 10.2 are an integral part of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby and that, without these agreements, the opportunity cost to Management of entering Buyer would not enter into this Agreement Acquisition Agreement. If the Sellers fail promptly to pay the Termination Fee and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) Section 5(a)(iv) or (iv) (A) Section 5(b)(i) Termination Expenses and, prior in order to obtain such termination, the Company or the Bank shall have entered into a letter of intent, memorandum of understanding, agreement in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (ivpayment(s), the Company Buyer commences a suit that results in a judgment against the Sellers for the Termination Fee and Termination Expenses, the Sellers shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but the Buyer its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in any event not later than two (2) business days, following the closing of any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement connection with the acquiror in such transaction or any of its affiliatessuit. (d) Upon the termination of this Agreement pursuant to Section 5(a) or 5(b), there shall be no liability on the part of any party hereto or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of this Agreement and shall remain in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such notice to cure any such alleged breach or material breach.

Termination; Termination Fee. This Agreement may be validly terminated prior to the Closing only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis): a) This Agreement may be terminated (i) terminated at any time prior to the Closing by the mutual written agreement of Adaxx xxd the Company;Parties. b) If the Closing has not occurred by the date that is six (ii6) by Adaxxmonths from the date hereof (the “Termination Date”) for any reason, xf Adaxx xx not in material breach of any of the terms of either Party may terminate this Agreement, Agreement by written notice to the Company and other Parties; provided that the Bank, if the Company or the Bank or right to terminate this Agreement pursuant to this Section 1.06(b) shall not be available to any Party whose failure to fulfill any of their respective affiliates its obligations under this Agreement or representatives other breach in any material respect any of their obligations hereunder and such breach is not cured within this Agreement has been a cause of, or resulted in, the applicable time period as failure for the Closing to occur on or prior to the Termination Date. c) If (i) all closing conditions set forth in Section 5(e); Sections 1 and 2 of Schedule C are satisfied or waived by the Acquirer, (ii) the Shah Seller has delivered to the Acquirer a written notice that the Sellers are ready, willing and able to consummate the Closing and (iii) by Adaxx, xf the Acquirer fails to consummate the Closing within five (A5) Business Days following the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) date on which the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid Closing should have occurred pursuant to Section 5(c); provided1.04, however, that then the Company shall not be obligated to make any payment pursuant to Shah Seller may terminate this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any Agreement upon delivery of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and (vi) by the Company or Adaxx, xy written notice to the otherAcquirer, if any and, within five(5) days of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval of the Federal Reservesuch termination, the FDIC Acquirer shall pay the Shah Seller, via wire transfer of immediately available funds in U.S. dollars, a reverse termination fee of US$5,000,000 to one or more accounts to be designated by the DFI to assume Shah Seller in writing as the position described in Section 1(e)(i), sole remedy to the extent any such approval is requiredSellers. (bd) This Agreement shall terminate automatically upon the earlier to occur of If (i) the expiration all closing conditions set forth in Sections 1 and 3 of the Offering Period (as it may be extended pursuant Schedule C are satisfied with respect to Section 2) and each Seller or waived by each Seller, (ii) the completion of Acquirer has delivered to each Seller a written notice that the Offering Acquirer is ready, willing and able to consummate the receipt by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e)). (c) In recognition of the substantial time, expense Closing and effort Management will expend in connection with the transactions contemplated hereby and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) the Closing has not occurred by the Termination Date due to the Shah Seller’s failure to comply with its obligations under Section 5(a)(iv) 4.01 or (iv) (A) take any reasonably necessary action to consummate the transaction pursuant to Section 5(b)(i) 1.03, then the Acquirer may terminate this Agreement upon delivery of written notice to the Shah Seller, and, prior to within five (5) days of such termination, the Company Shah Seller shall pay the Acquirer, via wire transfer of immediately available funds in U.S. dollars, a termination fee of US$5,000,000 to one or more accounts to be designated by the Acquirer in writing as the sole remedy to the Acquirer. e) If any governmental authority of competent jurisdiction shall have notified any Party that any Required Approval will not be granted prior to the Termination Date, then either the Shah Seller or the Bank shall have entered into a letter of intent, memorandum of understanding, agreement in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror in such transaction or any of its affiliates. (d) Upon the termination of Acquirer may terminate this Agreement pursuant to Section 5(a) or 5(b), there shall be no liability on the part upon delivery of any party hereto or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of this Agreement and shall remain in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such written notice to cure any such alleged breach or material breachthe other Party.

Termination; Termination Fee. This Agreement may be validly terminated only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis): a) This Agreement may be terminated (i) terminated at any time prior to the Closing Date by the mutual written agreement of Adaxx xxd the Company;Parties. (iib) If the Closing has not occurred by Adaxxthe Termination Date for any reason other than a failure by any Seller or Acquirer to perform the covenants and agreements set forth herein to be performed by them or to satisfy the applicable conditions set forth herein to be satisfied by them, xf Adaxx xx not in material breach of any either Party may terminate this Agreement and none of the terms Parties shall have any liability or obligation to the other Parties. c) If the Shah Sellers have performed the covenants and agreements and satisfied the conditions set forth herein to be performed or satisfied by the Shah Sellers and the Closing has not occurred by the Termination Date solely due to a failure by the Acquirer to perform the covenants and agreements or to satisfy the applicable conditions set forth herein to be performed or satisfied by the Acquirer, the Shah Sellers may terminate this Agreement upon delivery of this Agreement, by written notice to the Company Acquirer, and, within five (5) days of such termination, the Acquirer shall (i) pay the Shah Sellers a reverse termination fee of US$3,000,000 to one or more accounts to be designated by the Shah Sellers, and (ii) notwithstanding anything to the contrary under the Term Sheet or the Escrow Agreement, cause the Escrow Amount to be released to one or more accounts to be designated by the Shah Sellers. d) If the Acquirer has performed the covenants and agreements and satisfied the conditions set forth herein to be performed or satisfied by the Acquirer and the Bank, if Closing has not occurred by the Company Termination Date solely due to a failure by any Seller to perform the covenants and agreements or the Bank or any of their respective affiliates or representatives breach in any material respect any of their obligations hereunder and such breach is not cured within to satisfy the applicable time period as conditions set forth in Section 5(e); (iii) herein to be performed or satisfied by Adaxx, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Companysuch Seller, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering); (iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach Acquirer may terminate this Agreement upon delivery of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c); provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any of its affiliates; (v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and (vi) by the Company or Adaxx, xy written notice to the otherSellers, if any and, within five (5) days of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval of the Federal Reservesuch termination, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required. (b) This Agreement Sellers shall terminate automatically upon the earlier to occur of (i) pay the expiration Acquirer a termination fee of US$4,000,000 to an account to be designated by the Offering Period (as it may be extended pursuant to Section 2) Acquirer, and (ii) notwithstanding anything to the completion of contrary under the Offering and Term Sheet or the receipt Escrow Agreement, cause the Escrow Amount to be released to the account to be designated by the Company of all proceeds in connection therewith (including the satisfaction of all conditions set forth in Section 1(e))Acquirer. (c) In recognition of the substantial time, expense and effort Management will expend in connection with the transactions contemplated hereby and the opportunity cost to Management of entering into this Agreement and pursuing the Offering, if this Agreement is terminated pursuant to (i) Section 5(a)(ii) as a result of a breach by the Company, the Bank or any Company Representative of Section 1(b) or Section 2 hereof, (ii) Section 5(a)(iii), (iii) Section 5(a)(iv) or (iv) (A) Section 5(b)(i) and, prior to such termination, the Company or the Bank shall have entered into a letter of intent, memorandum of understanding, agreement in principle or similar agreement with respect to an Acquisition Proposal (whether solicited or unsolicited) (but not, for the avoidance of doubt, a confidentiality agreement referred to in Section 2(b) entered into in compliance with Section 2(b)) and (B) within 6 months following such termination the Company and/or the Bank enters into a definitive agreement to effect, or consummates, a Significant Transaction, then, in the case of any of clause (i), (ii), (iii) and (iv), the Company shall pay to Adaxx xx as directed by Adaxx xx amount equal to $1,250,000 promptly, but in any event not later than two (2) business days, following the closing of any Significant Transaction; provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if the relevant Significant Transaction involves an acquisition of the Company and Adaxx xxters into a consulting or employment arrangement with the acquiror in such transaction or any of its affiliates. (d) Upon the termination of this Agreement pursuant to Section 5(a) or 5(b), there shall be no liability on the part of any party hereto or any of their respective affiliates or the directors, officers, partners, members, managers, employees, agents or other representatives of any of them, and all rights and obligations of each party hereto shall cease, except that (i) the rights and obligations of the parties set forth in Sections 5, 6, 8, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive any termination of this Agreement and shall remain in full force and effect; and (ii) nothing herein shall relieve any party from liability for any fraud or any willful breach of this Agreement. (e) Notwithstanding any other provision of this Section 5, a party which has received notice that such party is in breach or material breach of this Agreement shall have the opportunity for a period of 10 days, or, in the case of a breach of Section 2, 3 business days, following the receipt of such notice to cure any such alleged breach or material breach.