Common use of Unilateral Termination Clause in Contracts

Unilateral Termination. By First Star or NSB: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. By First Star or NSBThis Agreement may be terminated at any time prior to the Closing by: (ia) if there Either of Buyer or Stockholder by giving written notice to the other, in the event a court of competent jurisdiction or other Governmental Authority shall have been any material breach issued a nonappealable final order, decree or ruling, in each case having the effect of any representationpermanently restraining, warrantyenjoining or otherwise prohibiting the Purchase. (b) Either of Buyer or Stockholder by giving written notice to the other, covenant or other obligation of First Star, on if the one hand, or NSB, on Purchase and the other hand, and such breach cannot be, or transactions contemplated by Section 3.1 hereof shall not have beenbeen consummated by midnight Pacific Time on June 30, remedied within thirty 2009 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “End Date”); provided, however, that neither party if by the End Date the conditions set forth in Section 10.1(b) shall not have been satisfied but all other conditions shall be satisfied (other than conditions, which conditions remain capable of being satisfied, set forth in Section 10.2 and Section 10.3), the End Date may be extended by either Buyer or Stockholder in its discretion (in which case, all other parties shall be bound by such extension), for three (3) months from its scheduled expiry (in which case any references to the End Date herein shall mean the End Date as extended); provided further, that the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party is the proximate cause of the failure of any condition set forth in Article X to consummate be fulfilled or satisfied on or before such date. (c) Buyer, by giving written notice to Stockholder, if the transactions contemplated hereby under Section 6.01 Company, Seller, Stockholder or Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (ai) (would result in the case a failure of a breach condition set forth in Section 10.1 or 10.2 or failure of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); Closing to occur and (ii) if cannot be cured by within thirty (30) days; provided, that Buyer shall have given the Closing Date shall not have occurred Company written notice, delivered at least fifteen (15) days prior to September 30such termination, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking stating Buyer’s intention to terminate this Agreement pursuant to perform this Section 11.2(c) and the basis for such termination (and such matter shall not have been cured); provided, however, that Buyer shall not have a right to terminate this Agreement pursuant to this Section 11.2(c) if Buyer is then in breach of any representations, warranties, covenants or observe its other agreements contained in this Agreement that would result in a failure of a condition set forth in Sections 10.1 or 10.2. (d) Stockholder, by giving written notice to Buyer, if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement required Agreement, which breach or failure to be performed perform (i) would result in a failure of a condition set forth in Section 10.1 or observed by such party on 10.3 or before failure of the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable to occur and (bii) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled cured by the date specified in Section 7.01(b)(iiwithin thirty (30) of days; provided, that Stockholder shall have given Buyer written notice, delivered at least fifteen (15) days prior to such termination, stating Stockholder’s intention to terminate this Agreement pursuant to this Section 11.2(d) and the basis for such termination (provided and such matter shall not have been cured); provided, however, that Stockholder shall not have a right to terminate this Agreement pursuant to this Section 11.2(d) if Stockholder or the terminating party Company is not then in material breach of any representationrepresentations, warrantywarranties, covenant covenants or other agreement agreements contained herein)in this Agreement that would result in a failure of a condition set forth in Sections 10.1 or 10.2.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Eastern Time on June 30, remedied within thirty 2018 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 8 or Article 9 to be fulfilled or satisfied on or before such Termination Date. (c) Either Parent or the Company may terminate this Agreement at any time prior to the Effective Time if (i) the other has committed a breach of representation (1) any of its representations and warranties under Article 3 or warranty Article 4, as applicable, or covenant by First Star(2) any of its covenants under Article 5 or Section 6.02(a) (in the case of a Article 6, as applicable, and has not cured such breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of within 30 days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by its nature cannot be cured) and (ii) such party breach, if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Article 8 or Article 9, on the one hand, or NSB, on the other handas applicable, to consummate be fulfilled or satisfied; provided, however, that the transactions contemplated by right to terminate this Agreement canunder this Section 10.2(c) shall not be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement if the Company shall have for any representation, warranty, covenant or other agreement contained herein)reason failed to secure the Company Stockholder Approval within 48 hours following the Agreement Date.

Unilateral Termination. By First Star (a) Either Parent or NSB:Seller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby. (ib) Either Parent or Seller, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Closing shall not have beenoccurred by 5 p.m. Pacific Time on November 30, remedied within thirty 2003 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 8, “Conditions to Closing” or if the failure of such condition results from facts or circumstances that constitute a material breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB);party. (iic) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to Seller may terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or at any time before the Closing Date; (iiii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by upon a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained hereinon the part of Parent or Buyer set forth in this Agreement or any Buyer Ancillary Agreement, or if any representation or warranty of Parent or Buyer shall have become untrue, in either case such that the conditions set forth in Section 8.1(a) or Section 8.1(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue or (ii) if the condition in Section 8.1(c) would not be satisfied at any time before the Closing, provided that if such inaccuracy in Parent’s or Buyer’s representations and warranties or breach by Parent or Buyer or the Material Adverse Change to Parent is curable by Parent, then Seller may not terminate this Agreement under this Section 9.2(c) for 15 days after delivery of written notice from Seller to Parent of such breach or Material Adverse Change to Parent, provided Parent continues to exercise reasonable efforts to cure such breach or Material Adverse Change to Parent (it being understood that Seller may not terminate this Agreement pursuant to this Section 9.2(c) if such breach by Parent or Buyer or Material Adverse Change to Parent is cured during such 15-day period, or if Seller shall have materially breached this Agreement). (d) Parent may terminate this Agreement at any time before the Closing (i) upon a breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement or any Seller Ancillary Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the conditions set forth in Section 8.2(a) or Section 8.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue or (ii) if the condition in Section 8.2(c) would not be satisfied at any time before the Closing, provided that if such inaccuracy in Seller’s representations and warranties or breach by Seller or the Material Adverse Change to the Purchased Assets or the Business is curable by Seller, then Parent may not terminate this Agreement under this Section 9.2(d) for 15 days after delivery of written notice from Parent to Seller of such breach or Material Adverse Change to the Purchased Assets or the Business, provided Seller continues to exercise reasonable efforts to cure such breach or Material Adverse Change to the Purchased Assets or the Business (it being understood that Parent may not terminate this Agreement pursuant to this Section 9.2(d) if such breach by Seller or Material Adverse Change to the Purchased Assets or the Business is cured during such 15-day period, or if Parent shall have materially breached this Agreement). (e) Either Seller or Parent, by given written notice to the other, may terminate this Agreement if this Agreement and the Asset Purchase are not approved and adopted by the Requisite Stockholder Approval at a meeting of Seller stockholders duly convened therefor or at any adjournment thereof; provided, however, that the right to terminate this Agreement under this Section 9.2(e) shall not be available to Seller where the failure to obtain the approval of Seller’s stockholders shall have been caused by the action or failure to act of Seller and such action or failure to act constitutes a material breach by Seller of this Agreement. (f) Parent may terminate this Agreement at any time before the Closing if a Triggering Event shall have occurred. For the purposes of this Agreement, a “Triggering Event” shall be deemed to have occurred if: (i) the Board of Directors of Seller or any committee thereof shall for any reason have withdrawn or shall have amended or modified its recommendation in favor of the Seller stockholders approving the Agreement and the Asset Purchase; or (ii) the Board of Directors of Company or any committee thereof shall have approved or publicly recommended any Alternative Proposal.

Unilateral Termination. By First Star (a) Either Parent or NSB: the Company, by giving written notice to the other, may terminate this Agreement if (i) if there a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material breach transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of any representation, warranty, covenant or other obligation of First Star, the Mergers on the one handterms and conditions contemplated by this Agreement illegal. (b) Either Parent or the Company, or NSBby giving written notice to the other, on may terminate this Agreement if the other hand, and such breach cannot be, or First Merger shall not have been, remedied within been consummated by 5:00 p.m. Pacific time on the date that is thirty (30) days after receipt the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, date; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 8 to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations or warranty warranties under Article 3 or covenant by First Star) Article 4, as applicable, or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 5 or Article 6, as applicable, and (A) has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and (B) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restrainingif not curable, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 8 to be fulfilled or satisfied; provided, however, that the obligations of First Star, on the one hand, or NSB, on the other hand, right to consummate the transactions contemplated by terminate this Agreement canunder this Section 9.2(c) shall not be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating available to a party if such party is not then at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Effective Time if any event has occurred or any circumstance exists which, warrantyalone or together with any one or more other events or circumstances has had, covenant is having or would reasonably be expected to have a Material Adverse Effect on the Company. (e) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other agreement contained herein)events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on Parent. (f) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within twenty-four (24) hours after the execution and delivery of this Agreement by Parent, the Merger Subs, the Company and the Representative.

Unilateral Termination. By First Star or NSBThis Agreement may be terminated at any time prior to the Closing by: (ia) Either of Buyer or Seller by giving written notice to the other, may terminate this Agreement if there a court of competent jurisdiction or other Governmental Authority shall have been any material breach issued a nonappealable final order, decree or ruling, in each case having the effect of any representationpermanently restraining, warrantyenjoining or otherwise prohibiting the Transaction. (b) Either of Buyer or Seller by giving written notice to the other, covenant or other obligation of First Star, on may terminate this Agreement if the one hand, or NSB, on Transaction and the other hand, and such breach cannot be, or transactions contemplated by Section 2.1 hereof shall not have beenbeen consummated by midnight Pacific Time on March 31, remedied within thirty 2014 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “End Date”); provided, however, that neither party if by the End Date, the conditions set forth in Section 9.1(b) shall not have been satisfied but all other conditions shall be satisfied (other than conditions, which conditions remain capable of being satisfied, set forth in Section 9.2 and Section 9.3), the End Date may be extended by either Buyer or Seller in its discretion, by three (3) months from its schedule expiry (in which case any references to the End Date herein shall mean the End Date as extended); provided, further, that the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party is the proximate cause of the failure of any condition set forth in ARTICLE IX to consummate be fulfilled or satisfied on or before such date. (c) Buyer, if the transactions contemplated hereby under Section 6.01 Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (ai) (would result in the case a failure of a breach condition set forth in Section 9.1 or 9.2 or failure of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); Closing to occur and (ii) if cannot be cured by the Closing Date End Date; provided, that Buyer shall not have occurred given the Company written notice, delivered at least fifteen (15) days prior to September 30such termination, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking stating Buyer’s intention to terminate this Agreement pursuant to perform this Section 10.2(c) and the basis for such termination (and such matter shall not have been cured); provided, however, that Buyer shall not have a right to terminate this Agreement pursuant to this Section 10.2(c) if Buyer is then in breach of any representations, warranties, covenants or observe its other agreements contained in this Agreement that would result in a failure of a condition set forth in Sections 9.1 or 9.2. (d) Seller, if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement required Agreement, which breach or failure to be performed perform (i) would result in a failure of a condition set forth in Section 9.1 or observed by such party on 9.3 or before failure of the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable to occur and (bii) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled cured by the date specified in Section 7.01(b)(iiEnd Date; provided that Seller shall have given Buyer written notice, delivered at least fifteen (15) of days prior to such termination, stating Seller’s intention to terminate this Agreement pursuant to this Section 10.2(d) and the basis for such termination (provided and such matter shall not have been cured); provided, however, that Seller shall not have a right to terminate this Agreement pursuant to this Section 10.2(d) if Seller or the terminating party Company is not then in material breach of any representationrepresentations, warrantywarranties, covenant covenants or other agreement agreements contained herein)in this Agreement that would result in a failure of a condition set forth in Sections 9.1 or 9.2.

Unilateral Termination. By First Star (a) Either Excite@Home or NSB:Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger. (ib) Either Excite@Home or Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have been, remedied within thirty been consummated by midnight Pacific time on the date which is the later of (30x) 45 calendar days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, Agreement Date or (y) ten days after all waiting periods under the HSR Act relating to the transactions contemplated hereby has expired or been terminated (the "Termination Date"); provided, however, that neither party that, in no event shall have the Termination Date be a date later than the date which is 120 calendar days after the Agreement Date. The right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 6 or Article 7 or if the failure of such condition results from facts or circumstances that constitute a material breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party, if the other party has performed in all material respects its obligations under this Agreement and if the representations and warranties of such other party to consummate this Agreement are true and correct in all material respects as of the transactions contemplated hereby under Section 6.01 Termination Date. (ac) (in Either Excite@Home or Company may terminate this Agreement at any time prior to the case of Closing by giving written notice to the other party if the other party has committed a material breach of representation (i) any of its representations and warranties under Article 2 or warranty Article 3 of this Agreement, as applicable; or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of its covenants under Article 4 or Article 5 of this Agreement, as applicable. Excite@Home may terminate this Agreement at any time prior to the Closing Date shall if any of the Company Stockholders has materially breached any of his/her representations or warranties contained in the Indemnification Agreement. The nonbreaching party, however, may only terminate in any such case, if breaching party has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of material breach within ten days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform terminate this Agreement pursuant to this Section 8.2(c). (d) Either Excite@Home or observe its agreements Company by giving written notice to the other may terminate this Agreement at any time prior to the Closing if (i) the condition set forth in this Section 7.13 (Financing) shall not have been satisfied, or waived by Excite@Home; (ii) the date shall have passed which is the later of (x) 45 calendar days after the Agreement required to be performed or observed by such party on or before Date and (y) ten calendar days after the Closing Date; (iii) if this Agreement and date that the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required initial waiting period under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and HSR Act relating to the transactions contemplated hereby and thereby, which final action (a) has become unappealable expired or been terminated; and (biii) does not approve this Agreement or all other conditions of both parties to the Plan closing of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority Merger shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)been satisfied.

Unilateral Termination. By First Star (a) Either of Buyer or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Stock Purchase or any other material transaction contemplated by this Agreement. (ib) Either of Buyer the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on Stock Purchase and the other hand, and such breach cannot be, or transactions contemplated by Section 2.1 hereof shall not have been, remedied within thirty (30) days after receipt been consummated by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, midnight Pacific Time on [***]; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article IX to be fulfilled or satisfied on or before such date. (c) Either of Buyer or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Closing if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article V, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article VI or Article VIII, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within 10 Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other handset forth in Article IX, to consummate be fulfilled or satisfied; provided, however, that the transactions contemplated by right to terminate this Agreement canunder this Section 10.2(c) shall not be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of this Agreement. (d) Buyer, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Closing if the Shareholder has committed a breach of (i) any of his, warrantyher or its representations and warranties under Article III or Article IV or (ii) any of his, covenant her or other agreement contained hereinits covenants under Article VII, and has not cured THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. such breach within 10 Business Days after Buyer has given the Company written notice of such breach and its intention to termination this Agreement pursuant to this Section 10.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured); provided, however, that the right to terminate this Agreement under this Section 10.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement.

Unilateral Termination. By First Star (a) Either Buyer or NSB:Seller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated hereby. (ib) Either Buyer or Seller, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Closing shall not have beenoccurred by midnight Eastern Standard Time on March 31, remedied within thirty (30) days after receipt 2002, in which case either Party, by such other party of giving written notice in writing specifying to the nature of such breach and requesting that it be remediedother, providedmay terminate this Agreement if the Closing shall not have occurred by midnight Eastern Standard Time on March 31, however2002); PROVIDED, FURTHER, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) unless shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 11 or if the failure of such condition results from facts or circumstances that constitute a breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party. (c) Either Buyer or Seller may terminate this Agreement at any time prior to consummate the transactions contemplated hereby under Section 6.01 (a) Closing if the Buyer (in the case of a breach of representation or warranty or covenant termination by First StarSeller) or Section 6.02(a) Seller (in the case of a termination by Buyer) has committed a material breach of representation (i) any of such party's representations and warranties contained in this Agreement or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure any of such occurrence shall be due to the failure of party's covenants contained in this Agreement, and has not cured such material breach within five (5) calendar days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to be performed or observed by such party on or before the Closing Date;this Section. (iiid) if Buyer, by giving written notice to Seller, may terminate this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion;if a Closing Material Adverse Effect shall occur. (ive) By Buyer, if final action has been taken by the Board of Directors of Seller shall have withdrawn or modified in a Regulatory Authority whose manner adverse to Buyer its approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby hereunder, or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that resolved to do any of the conditions precedent to foregoing. (f) By Buyer, if Seller shall have materially and willfully breached the Seller's obligations of First Starunder the Loan Agreement or the Management Services Agreement (g) By Seller, on if Buyer shall have materially and willfully breached the one hand, Buyer's obligations under the Loan Agreement or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Management Services Agreement.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on October 31, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2007; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the First Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September cured such breach within thirty (30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of ) days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 8.2(c) and if not cured on or observe its agreements prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 8.2(c) shall not be available to be performed or observed by such a party on or before if the Closing Date;party is at that time in material breach of this Agreement. (iiid) Parent, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors in connection therewith does not within ten (10) Business Days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and reject such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Alternative Transaction.

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of the First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on February 28, remedied within thirty 2005 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party results in the failure of any condition set forth in Article 9 or Article 10 to be fulfilled or satisfied on or before such date; provided, further, that the failure to consummate the transactions contemplated hereby under First Merger by the Termination Date is wholly or in part caused by a delay of the completion of the audit of the Company Updated Financial Statements as provided in Section 6.01 7.16 (the “Audit”), the Termination Date shall be automatically extended, without any action on the part of the parties, by the amount of time necessary to complete the Audit; provided, further, that if the Permit has not been issued by the Commissioner within 45 days of the date of filing of the Permit Application, then the Termination Date shall be extended by such number of days in excess of such 45-day period. (c) Either Acquiror or the Company may terminate this Agreement at any time prior to the Effective Time if (a) (in the case of other has committed a breach of representation (i) any of its representations and warranties under Article 4 or warranty Article 5, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 7 or Article 8, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten business days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform terminate this Agreement pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article 10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if any required approval of the Company Stockholders approving the Merger and adopting this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly noticed and held meeting of stockholders (or at any adjournment thereof) or by written consent of the stockholders within 10 business days following the date the California Commissioner issues the Permit; provided, however, that the right to terminate this Agreement under this Section 11.2(d) shall not be performed available to the Company where the failure to obtain stockholder approval shall have been caused by (i) the action or observed failure to act of the Company and such action or failure to act constitutes a breach by such party on the Company of this Agreement or before (ii) a breach of one or more of the Closing Date;Voting Agreements. (e) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Acquisition Proposal or shall have resolved to do any of the foregoing, (ii) the Company shall have breached or be deemed to have breached Section 7.7 (No Other Negotiations) or (iii) if the Company shall have for any reason failed to call, convene and hold the Company Stockholders Meeting (or submit to the vote of the Company Stockholders at the Company Stockholders Meeting the approval of the Merger and adoption of this Agreement and Agreement) or secure the Plan of Conversion are not approved by Company Stockholders Consent within 10 business days following the Voting Depositors of NSB by such vote as is required under date the Plan of Conversion; California Commissioner issues the Permit, or (iv) if final action has an Acquisition Proposal shall have been taken by a Regulatory Authority whose approval is required made and the Company’s Board of Directors of the Company in connection with therewith, does not within five business days of such occurrence reconfirm its approval and recommendation of this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Acquisition Proposal. (f) The Company, which final action by giving written notice to Acquiror, may terminate this Agreement if (ai) has become unappealable Acquiror shall have breached the representations and warranties Section 5.5; (ii) such breach results from a restatement of the financial statements of Acquiror included in the documents in the Acquiror Disclosure Package; and (biii) does not approve this Agreement such restatement impacts Acquiror’s revenues, results of operations or the Plan balance sheet items to an extent sufficient to constitute a Material Adverse Effect of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Acquiror.

Unilateral Termination. By First Star Oconee or NSBElberton: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First StarOconee, on the one hand, or NSBElberton, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, ; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) 7.01(b)(i), unless the breach of the representation or representation, warranty or covenant would entitle the party receiving such representation or warranty or benefitted benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a6.01(a) (in the case of a breach of a representation or warranty or covenant by First StarOconee) or Section 6.02(a) (in the case of a breach of a representation or warranty or covenant by NSBElberton); (ii) if the Closing Date shall not have occurred prior to September 30August 31, 19992023, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements obligations set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and and/or (b) does not approve or object to this Agreement (in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval of the Members of Elberton required for the consummation of the Merger Conversion shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of Members, or at any adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Article IX thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vivii) in the event that any of the conditions precedent to the obligations of First StarOconee, on the one hand, or NSBElberton, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. By First Star (a) Either Buyer or NSB:Sellers holding a majority of Company Stock, by giving written notice to the other, may terminate this Agreement if a Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; provided, however, the right to terminate this Agreement under this Section 10.2(a) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause or, or substantially resulted in, such order, decree, ruling or action. (ib) Either Buyer or Sellers holding a majority of Company Stock, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Closing shall not have beenoccurred by 11:59 p.m. in San Francisco, remedied within thirty California on September 30, 2019 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Outside Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b)) unless the shall not be available to any Party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant Party results in Closing not having occurred on or before such date. (c) Either Buyer or Sellers holding a majority of Company Stock, by giving written notice to consummate the transactions contemplated hereby under Section 6.01 (a) (other, may terminate this Agreement at any time prior to the Closing if the other, or, in the case of a termination by Buyer, the Company or any Seller, has committed a material breach of representation (i) any of its representations and warranties under Article III, Article IV or warranty Article V, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of its covenants under Article VII or Article VIII, as applicable, and the Closing Date shall breaching Party has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless cured such breach within twenty (20) Business Days after the failure of such occurrence shall be due to the failure of the party Party seeking to terminate this Agreement has given the other Party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature is incapable of being be cured) and if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Section 9.2(a), on the one handSection 9.2(b), Section 9.3(a) or NSBSection 9.3(b), on the other handas applicable, to consummate be fulfilled or satisfied (treating the transactions contemplated by Closing Date for such purpose as of the date of such breach); provided, however, that the right to terminate this Agreement canunder this Section 10.2(c) shall not be satisfied or fulfilled by available to a Party if the date specified in Section 7.01(b)(ii) of this Agreement (provided Party is at that the terminating party is not then time in material breach of any representation, warranty, covenant or other agreement contained herein)this Agreement.

Unilateral Termination. By First Star (a) Either Purchaser or NSB:Seller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a final non-appealable judgment or taken any action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Sale Transaction or any other material transaction contemplated by this Agreement. (ib) Either Purchaser or Seller, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Sale Transaction shall not have beenbeen consummated by 11:59 p.m. Pacific time, remedied within thirty (30) days after receipt on May 31, 2022 if the conditions to the terminating party’s obligations to Closing under Article 6 have not been satisfied by the other party or waived by the terminating party by such date, other party than conditions pertaining to covenants to be performed as part of notice in writing specifying effectuating the nature of such breach and requesting that it be remedied, Closing; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b7.2(b) unless the shall not be available to any party (i) whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of a breach of representation any condition set forth in Article 6 to be fulfilled or warranty satisfied on or covenant by First Star) before such date or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred other party is seeking to specifically enforce this Agreement in accordance with Section 10.4 while any such legal proceeding is still pending. (c) Purchaser, by giving written notice to Seller, may terminate this Agreement at any time prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure Effective Time if (i) (A) any of the representations and warranties under Article 3 are inaccurate as of such occurrence shall be due to the failure time, or (B) Seller or any Shareholder has committed a material breach of the party seeking any of its covenants under Article 5; (ii) such inaccuracy or breach has not been cured within thirty (30) days after Purchaser has given Seller written notice thereof and its intention to terminate this Agreement pursuant to perform this Section 7.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such inaccuracy or breach that by its agreements set forth in this Agreement required to nature cannot be performed or observed by such party on or before the Closing Date; cured); and (iii) if this Agreement and not cured on or prior to the Plan of Conversion are not approved by the Voting Depositors of NSB by Closing Date, such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement inaccuracy or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 6 to be fulfilled or satisfied; provided, however, that the obligations of First Star, on the one hand, or NSB, on the other hand, right to consummate the transactions contemplated by terminate this Agreement canunder this Section 7.2(c) shall not be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided available to Purchaser if Purchaser is at that the terminating party is not then time in material breach of this Agreement. (d) Seller, by giving written notice to Purchaser, may terminate this Agreement at any representationtime prior to the Effective Time if (i) (A) any of the representations and warranties under Article 4 are inaccurate as of such time, warrantyor (B) Purchaser has committed a material breach of any of its covenants under Article 5 or Part 2 of Schedule 6.2(h); (ii) such inaccuracy or breach has not been cured within thirty (30) days after Seller has given Purchaser written notice of such inaccuracy or breach and its intention to terminate this Agreement pursuant to this Section 7.2(c); provided, covenant however, that no such cure period shall be available or other agreement contained herein)applicable to any such inaccuracy or breach that by its nature cannot be cured; and (iii) if not cured on or prior to the Closing Date, such inaccuracy or breach would result in the failure of any of the conditions set forth in Article 6 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 7.2(d) shall not be available to Seller if Seller or any Shareholder is at that time in material breach of this Agreement.

Unilateral Termination. By First Star 8.2.1 Either Buyer or NSB: (i) the Company, by giving written notice to the other, may terminate this Agreement if there a court of competent jurisdiction or other Governmental Authority shall have been issued a nonappealable final Order or taken any material other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; provided, that the right to terminate this Agreement under this Section 8.2.1 shall not be available to a party if the issuance of such nonappealable final Order was primarily due to the breach of any representation, warranty, covenant such party of its obligations under this Agreement. 8.2.2 Buyer may terminate this Agreement by giving written notice to the Company on or other obligation of First Star, on before the one hand, or NSB, on third (3rd) Business Day after the other hand, and such breach cannot be, or Stockholder Approval Delivery Date if the Stockholder Approval shall not have beenbeen obtained and delivered to Buyer on or before the delivery of such written notice. 8.2.3 The Company, remedied by giving written notice to Buyer, may terminate this Agreement at any time after November 30, 2015 (the “Termination Date”), if the Closing shall not have occurred on or before the Termination Date, provided, that the right to terminate this Agreement pursuant to this Section 8.2.3 shall not be available to the Company if its breach of this Agreement has been the primary cause of, or primarily resulted in, the Merger not being consummated on or before such date. 8.2.4 Buyer, by giving written notice to the Company, may terminate this Agreement at any time after the Termination Date, if the Closing shall not have occurred on or before the Termination Date, provided, that the right to terminate this Agreement pursuant to this Section 8.2.4 shall not be available to Buyer if its breach of this Agreement has been the primary cause of, or primarily resulted in, the Merger not being consummated on or before such date. 8.2.5 The Company, at any time prior to the Closing, if all of the conditions set forth in Section 6.1 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, provided such conditions are capable of being satisfied as of the date of the Company’s notice terminating the Agreement pursuant to this Section 8.2.5), the Company has given notice to Buyer in writing that it is prepared to consummate the Closing and Buyer and Merger Sub fail to consummate the transactions contemplated by this Agreement by the third (3rd) Business Day after the Closing should have occurred pursuant to Section 2.2 and the Company stood ready, willing and able to consummate the Closing throughout such three (3) Business Day period. 8.2.6 The Company, by giving written notice to Buyer, may terminate this Agreement at any time prior to the Termination Date if Buyer or Merger Sub shall have failed to comply in all material respects with the covenants or agreements contained in this Agreement to be complied with or performed by Buyer or Merger Sub at or prior to the date of such notice and such failure is incapable of being cured by the Termination Date, or if curable, has not been cured or such condition has not been satisfied within thirty (30) days after the receipt by such other party of notice thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.2.6 shall not be available if the Company is then in writing specifying material breach of any of its covenants, agreements, representations or warranties contained in this Agreement. 8.2.7 Buyer, by giving written notice to the nature Company, may terminate this Agreement at any time prior to the Termination Date if the Company shall have failed to comply in all material respects with the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to the date of such breach notice and requesting that it be remediedsuch failure is incapable of being cured by the Termination Date, or if curable, has not been cured or such condition has not been satisfied within thirty (30) days after the receipt of notice thereof; provided, however, that neither party Buyer shall not have the right to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation 8.2.7 if Buyer or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as Merger Sub is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representationof its covenants, warrantyagreements, covenant representations or other agreement warranties contained herein)in this Agreement.

Unilateral Termination. By First Star Pxxxx or NSBCommonwealth: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First StarPxxxx, on the one hand, or NSBCommonwealth, on the other hand, and such breach breach, unless otherwise waived by the non-breaching party, cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, ; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) 7.01 unless the breach of the representation or representation, warranty or covenant would entitle the party receiving such representation or warranty or benefitted benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a6.01(a) (in the case of a breach of a representation or warranty or covenant by First StarPxxxx) or Section 6.02(a) (in the case of a breach of a representation or warranty or covenant by NSBCommonwealth); (ii) if the Closing Date shall not have occurred on or prior to September 30August 31, 19992015, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and and/or (b) does not approve or objects to this Agreement (in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 7.01 (b)(iii) if such denial is attributable to the failure of such party to perform any covenant in this Agreement required to be performed prior to the Closing Date; (iv) if the Plan of Conversion terminates in accordance with its terms, as set forth in Section IX thereof; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the any event that any of the conditions precedent to the obligations of First StarPxxxx, on the one hand, or NSBCommonwealth, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. By First Star Emclaire or NSBElk County: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First StarEmclaire, on the one hand, or NSBElk County, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, ; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) 7.01 unless the breach of the representation or representation, warranty or covenant would entitle the party receiving such representation or warranty or benefitted benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First StarEmclaire) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSBElk County); (ii) if the Closing Date shall not have occurred prior to September 30December 31, 19992008, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and and/or (b) does not approve or objects to this Agreement (in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval of the members of Elk County required for the consummation of the Conversion Merger shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of members, or at any adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Section X thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vivii) in the event that any of the conditions precedent to the obligations of First StarEmclaire, on the one hand, or NSBElk County, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (b) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by midnight Pacific Time on the later of: (i) if there shall have been any material breach of any representationMay 31, warranty, covenant 2004 or other obligation of First Star, on (ii) the date that is one hand, or NSB, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty hundred twenty (30120) days after receipt by such other party the date that the parties determine that the filing of notice in writing specifying the nature of such breach and requesting that it be remedied, a Registration Statement pursuant to Section 7.1(f) is required; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party results in the failure of any condition set forth in ARTICLE 9 or ARTICLE 10 to consummate be fulfilled or satisfied on or before such date. (c) Either Acquiror or the transactions contemplated hereby under Section 6.01 Company may terminate this Agreement at any time prior to the Effective Time if (a) (in the case of other has committed a breach of representation (i) any of its representations and warranties under ARTICLE 3 or warranty ARTICLE 4, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under ARTICLE 5 or ARTICLE 6, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in ARTICLE 10 or ARTICLE 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if any required approval of the Company Stockholders approving the Merger and adopting this Agreement and the Certificate of Amendment shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly noticed and held meeting of stockholders (or at any adjournment thereof) or by written consent within 20 business days following the issuance of the Permit or the effectiveness of the Registration Statement; provided, however, that the right to terminate this Agreement under this Section 11.2(d) shall not be performed available to the Company where the failure to obtain stockholder approval shall have been caused by the action or observed failure to act of the Company and such action or failure to act constitutes a breach by such party on the Company of this Agreement. (e) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) the Company's Board of Directors shall have for any reason recommended, endorsed, accepted or before agreed to an Alternative Transaction or shall have resolved to do any of the Closing Date; foregoing, (ii) the Company shall have materially breached Section 5.7 (No Other Negotiations), or (iii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company's Board of Directors of the Company in connection therewith does not within five business days of Acquiror's request to do so, reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and reject such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Alternative Transaction.

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of the First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on May 30, remedied within thirty 2007 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party results in the failure of any condition set forth in Article 9 or Article 10 to be fulfilled or satisfied on or before such date; provided, further, if that the failure to consummate the transactions contemplated hereby under First Merger by the Termination Date is wholly or in part caused by a delay of the completion of the audit of the Company Financial Statements as provided in Section 6.01 7.15 (the “Audit”), the Termination Date shall be automatically extended, without any action on the part of the parties, by the amount of time necessary to complete the Audit; provided, further, that if the Permit has not been issued by the Commissioner within 45 days of the date of filing of the Permit Application, then the Termination Date shall be extended by such number of days in excess of such 45-day period. (c) Either Acquiror or the Company may terminate this Agreement at any time prior to the Effective Time if (a) (in the case of other has committed a breach of representation (i) any of its representations and warranties under Article 4 or warranty Article 5, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 7 or Article 8, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform terminate this Agreement pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article 10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement; provided, further, that in the event that the Audit Differential Amount is less than $500,000, that fact by itself shall not give rise to a termination right under this 11.2(c) (even if the existence of such differential would otherwise represent a breach of the Company’s financial statement representation in Section 4.8 hereof). (d) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if any required approval of the Company Stockholders approving the Merger and adopting this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly noticed and held meeting of stockholders (or at any adjournment thereof) or by written consent of the stockholders within two (2) business days following the date the California Commissioner issues the Permit; provided, however, that the right to terminate this Agreement under this Section 11.2(d) shall not be performed available to the Company where the failure to obtain stockholder approval shall have been caused by (i) the action or observed failure to act of the Company and such action or failure to act constitutes a breach by such party on the Company of this Agreement or before (ii) a breach of one or more of the Closing Date;Voting Agreements. (e) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Acquisition Proposal or shall have resolved to do any of the foregoing, (ii) the Company shall have breached Section 7.7 (No Other Negotiations), (iii) if the Company shall have for any reason failed to call, convene and hold the Company Stockholders Meeting (or submit to the vote of the Company Stockholders at the Company Stockholders Meeting the approval of the Merger and adoption of this Agreement and Agreement) or secure the Plan of Conversion are not approved by Company Stockholders Consent within two (2) business days following the Voting Depositors of NSB by such vote as is required under date the Plan of Conversion; California Commissioner issues the Permit, or (iv) if final action has an Acquisition Proposal shall have been taken by a Regulatory Authority whose approval is required made and the Company’s Board of Directors of the Company in connection with therewith, does not within five business days of such occurrence reconfirm its approval and recommendation of this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Acquisition Proposal. For purposes of clause (ii) above, which final action the mere fact of receipt by the Company or any Company Representative of an Acquisition Proposal shall not in and of itself be conclusive evidence of breach of Section 7.7. (af) has become unappealable The Company, by giving written notice to Acquiror (“Termination Notice”), may terminate this Agreement if (i) Acquiror shall have breached the representations and warranties Section 5.5; (ii) such breach results from a restatement of the financial statements of Acquiror included in the documents in the Acquiror Disclosure Package; and (biii) does not approve this Agreement such restatement either (x) impacts Acquiror’s revenues, results of operations or balance sheet items to an extent sufficient to constitute a Material Adverse Effect of Acquiror or (y) results in the Plan delisting of Conversion or the transactions contemplated hereby or thereby; Acquiror’s Common Stock from the NASDAQ Global Market (v) if any court of competent jurisdiction or other governmental authority shall have issued an orderprincipal exchange or market on which Acquiror Common Stock is then listed); provided that, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any case of clause (y), the delisting must have continued for thirty (30) days beyond the date of receipt by Acquiror of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Termination Notice.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by 11:59 p.m. Eastern time on August 30, remedied within thirty 2019 (30the “Termination Date”) days after receipt if the conditions to the terminating party’s obligations to Closing under Article 7 have not been satisfied by the other party or waived by the terminating party by such date other party than conditions pertaining to covenants to be performed as part of notice in writing specifying effectuating the nature of such breach and requesting that it be remedied, Closing; provided, however, that neither the foregoing shall automatically be extended until 11:59 p.m. Eastern time on September 30, 2019 if (A) all other conditions to Closing of the party shall seeking termination have been satisfied as of the Termination Date other than conditions pertaining to covenants as part of effectuating the Closing; provided, however further, that in each case the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 7 (including an Antitrust Condition) to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article 3 or warranty Article 4, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 5 or Article 6, as applicable, and (x) has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and (y) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 7 to be fulfilled or satisfied; provided, however, that the obligations of First Star, on the one hand, or NSB, on the other hand, right to consummate the transactions contemplated by terminate this Agreement canunder this Section 9.2(c) shall not be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Effective Time if any event has occurred or any circumstance exists which, warrantyalone or together with any one or more other events or circumstances has had, covenant is having or other agreement contained herein)would reasonably be expected to have a Material Adverse Effect on the Company.

Unilateral Termination. By First Star (a) Either Buyer or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Buyer or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Eastern Time on July 31, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2007; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any party whose material breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either Buyer or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a material breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable; or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September cured such breach within thirty (30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of ) calendar days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 9.2(c); provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured and if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Article VII, on the one hand, or NSB, on the other handas applicable, to consummate be fulfilled or satisfied; provided, however, that the transactions contemplated by right to terminate this Agreement canunder this Section 9.2(c) shall not be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of any representationthis Agreement. (d) Buyer may terminate this Agreement if the Company does not deliver by 11:59 p.m. (Eastern time) on first business day following the Agreement Date, warranty, covenant or other agreement contained herein)the Stockholder Approvals adopting and approving this Agreement and approving the Merger.

Unilateral Termination. By First Star (a) Either Buyer or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger. (ib) Either Buyer or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Eastern Time on January 8, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2010; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any Party whose material breach of the a representation or warranty or covenant would entitle made under this Agreement, the party receiving such representation Supporting Stockholder Option Agreements, the Option Termination Agreements or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (Development Agreement results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either Buyer or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a material breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable; or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior any of its covenants under Article V or Article VI, as applicable, or with respect to September 30Buyer, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure its covenants under Section 2.5 and 2.6 of the party Supporting Stockholder Option Agreement, and has not cured such breach within 75 calendar days after the Party seeking to terminate this Agreement has given the other Party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 8.2(c); provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured and if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Article VII, on the one hand, or NSB, on the other handas applicable, to consummate be fulfilled or satisfied; provided, however, that the transactions contemplated by right to terminate this Agreement canunder this Section 8.2(c) shall not be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided available to a Party if such Party is at that the terminating party is not then time in material breach of this Agreement. (d) This Agreement shall be terminated immediately and automatically without any representationaction of any Party in the event the Merger Exercise Notice is not delivered by January 8, warranty2010. (e) This Agreement shall be terminated immediately and automatically without any action of any Party upon the termination of (i) the Development Agreement or (ii) the Supporting Stockholder Option Agreements. (f) This Agreement may be terminated by Buyer if the Stockholder Approvals in respect of the Merger shall not have been obtained on or before one Business Day following the Agreement Date, covenant or other agreement contained herein)provided, however, that any termination pursuant to this Section 8.2(f) may be exercised by Buyer only within three Business Days of the Agreement Date.

Unilateral Termination. By First Star or NSB: (ia) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, Either Buyer on the one hand, or NSB, Seller on the other hand, and such breach cannot beby giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Share Purchase or any other material transaction contemplated by this Agreement. (b) Either Buyer on the one hand, or Seller on the other hand, by giving written notice to the other, may terminate this Agreement if the Closing shall not have been, remedied within thirty (30) days after receipt by occurred on or before the date that is 3 months following the Agreement Date or such other party of notice date that Buyer and Seller may agree upon in writing specifying (the nature “Outside Date”); provided that the right to terminate this Agreement under this Section 11.2(b) shall not be available to any party whose breach of any covenant, agreement or obligation hereunder will have been the principal cause of, or will have directly resulted in, the failure of the Closing to occur on or before the Outside Date. (c) Either Buyer on the one hand, or Seller on the other hand may terminate this Agreement at any time prior to the Closing if (i) the other has committed a material breach of (1) any of its representations and warranties under Article 3, Article 4 or Article 5, as applicable or (2) any of its covenants under Section 2.2(a), Section 2.2(c), Article 6 or Article 7, as applicable, and has not cured such breach within 20 Business Days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and requesting that it be remedied, provided, however, that neither party shall have the right its intention to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a11.2(c) (in provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured and provided further that the case of cure period for a breach of representation or warranty or covenant by First StarSection 2.2(a) or Section 6.02(a2.2(c) (in the case of a breach of representation or warranty or covenant by NSB); shall be 5 Business Days) and (ii) such breach, if not cured on or prior to the Closing Date shall not have occurred prior to September 30Date, 1999, which date shall be subject to extension by mutual consent, unless would result in the failure of such occurrence shall be due to the failure any of the party seeking conditions set forth in Article 10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement to perform or observe its agreements set forth in under this Agreement required to be performed or observed by such party on or before the Closing Date; (iiiSection 11.2(c) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of any representation, warranty, covenant or other agreement contained herein)this Agreement.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by 11:59 p.m. Pacific time on November 30, remedied within thirty (30) days after receipt 2018 if the conditions to the terminating party’s obligations to Closing under Article 7 have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date other party than conditions pertaining to covenants to be performed as part of notice in writing specifying effectuating the nature of such breach and requesting that it be remedied, Closing; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 7 to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations or warranty warranties under Article 3 or covenant by First Star) Article 4, as applicable, or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 5 or Article 6, as applicable, and (A) has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within 30 days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and (B) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 7 to be fulfilled or satisfied; provided, however, that the obligations of First Star, on the one hand, or NSB, on the other hand, right to consummate the transactions contemplated by terminate this Agreement canunder this Section 8.2(c) shall not be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating available to a party if such party is not then at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Effective Time if any event has occurred or any circumstance exists which, warrantyalone or together with any one or more other events or circumstances has had, covenant is having or other agreement contained herein)would reasonably be expected to have a Material Adverse Effect on the Company. (e) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if the Stockholder Consent, executed by Company Stockholders that represent the Stockholder Approval, is not delivered to Parent within one (1) hour after the execution of this Agreement by Parent, Merger Sub, the Company and the Representative; provided, however, that this termination right shall no longer apply and shall expire if not invoked by Parent prior to actual delivery of the Stockholder Consent evidencing the Stockholder Approval.

Unilateral Termination. By First Star (a) Either of Magma or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either of Magma or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on Merger and the other hand, and such breach cannot be, or transactions contemplated by Section 2.5 hereof shall not have beenbeen consummated by midnight Pacific Time on March 15, remedied within thirty 2008 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either of Magma or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Closing if the other has committed a breach of representation (i) any of the representations and warranties under Article III or warranty or covenant by First Star) or Section 6.02(a) (in the case of a Article IV, as applicable, and has not cured such breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of within 20 business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article VII, as applicable, to the obligations of First Star, on the one handbe fulfilled or satisfied, or NSB(ii) any of its covenants under Article V or Article VI, on as applicable, and has not cured such breach within 20 business days after the party seeking to terminate this Agreement has given the other hand, party written notice of such breach and its intention to consummate the transactions contemplated by terminate this Agreement pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be satisfied cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VII, as applicable, to be fulfilled by or satisfied; provided, however, that the date specified in Section 7.01(b)(ii) right to Table of Contents terminate this Agreement (provided that under this Section 8.2(c) shall not be available to a party if the terminating party is not then at that time in material breach of this Agreement, except where such breach(es) of (i) or (ii) above would not have a Material Adverse Effect on the Company or Magma, as the case may be. (d) Magma, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Closing if any event has occurred or any circumstance exists which, warrantyalone or together with any one or more other events or circumstances has had, covenant is having or other agreement contained herein)would reasonably be expected to have a Material Adverse Effect on the Company and the Company is unable to cure such condition prior to the Termination Date.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have been, remedied within thirty (30) days after receipt been consummated by such other party of notice in writing specifying 11:59 P.M. pacific time on the nature of such breach and requesting Termination Date; provided that it be remedied, provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any Party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant party results in the failure of any condition set forth in Section 7 to be fulfilled or satisfied on or before the Termination Date. (c) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the Closing Date if (i) Parent or Merger Sub shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by Parent or Merger Sub at or prior to the date of such notice, which is reasonably likely to result in any condition set forth in Section 7.2(b) not to consummate being satisfied, and such failure has not been cured or such condition has not been satisfied within ten (10) days after the transactions contemplated hereby under Section 6.01 receipt of notice thereof (aor within one (1) (business day of the receipt of notice thereof in the case of a breach failure of representation or warranty or covenant Parent to deposit the Merger Consideration with the Exchange Agent as contemplated by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB2.10(a); ); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion Merger are not approved by the Voting Depositors requisite vote of NSB by the shareholders of the Company at the Shareholders’ Meeting, or (iii) the Company receives an unsolicited bona fide written Acquisition Proposal and the conditions described in clauses (x), (y) and (z) of Section 5.2(b) are met and prior to or concurrently with such vote as is required under termination, the Plan of Conversion;Company pays the Termination Fee to Parent in accordance with Section 8.4. (ivd) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Closing Date if final action (i) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date, which is reasonably likely to result in any condition set forth in Section 7.1(c) not being satisfied, and such failure has not been taken by a Regulatory Authority whose approval is required in connection with cured or such condition has not been satisfied within ten (10) days after the receipt of notice thereof, (ii) this Agreement and the Plan Merger are not approved by the requisite vote of Conversion the shareholders of the Company at the Shareholders’ Meeting, (iii) holders of more than 5% of the Company Common Stock shall have validly notified the Company of intent to demand payment under RCW 23B.13.210, and not withdrawn such notice on or prior to the transactions contemplated hereby and therebyClosing Date, which final action (aiv) has become unappealable and the Board of Directors of the Company shall have withdrawn, modified or amended the Recommendations in a manner adverse to Parent or Merger Sub or failed to publicly reconfirm its Recommendations within ten (b10) does not approve this Agreement Business Days of receipt of a written request by Parent to provide such reaffirmation following an Acquisition Proposal, or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court the Board of competent jurisdiction or other governmental authority Directors of the Company shall have issued an order, decree, resolved or ruling or taken any other action restraining, enjoining or otherwise prohibiting announced its intention to recommend to the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any shareholders of the conditions precedent to Company that they approve an Acquisition Proposal other than the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Merger.

Unilateral Termination. By First Star (a) Either Buyer or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; provided, however, the right to terminate this Agreement under this Section 10.2(a) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause or, or substantially resulted in, such order, decree, ruling or action. (ib) Either Buyer or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Closing shall not have beenoccurred by 11:59 p.m. (Pacific Time) on December 31, remedied within thirty 2023 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Outside Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any Party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant Party results in Closing not having occurred on or before such date. (c) Either Buyer or the Company, by giving written notice to consummate the transactions contemplated hereby under Section 6.01 (a) (other, may terminate this Agreement at any time prior to the Closing if the other, or, in the case of a termination by Buyer, the Company or any Shareholder, has committed a material breach of representation (i) any of its representations and warranties under Article III, Article IV or warranty Article V, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of its covenants under Article VII or Article VIII, as applicable, and the Closing Date shall breaching Party has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless cured such breach within twenty (20) Business Days after the failure of such occurrence shall be due to the failure of the party Party seeking to terminate this Agreement has given the other Party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature is incapable of being be cured) and if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Section 9.2(a), on the one handSection 9.2(b), Section 9.3(a) or NSBSection 9.3(b), on the other handas applicable, to consummate be fulfilled or satisfied (treating the transactions contemplated by Closing Date for such purpose as of the date of such breach); provided, however, that the right to terminate this Agreement canunder this Section 10.2(c) shall not be satisfied or fulfilled by available to a Party if the date specified in Section 7.01(b)(ii) of this Agreement (provided Party is at that the terminating party is not then time in material breach of any representation, warranty, covenant or other agreement contained herein)this Agreement.

Unilateral Termination. By First Star 10.2.1 Either Intuit or NSB: (i) C-Co, by giving written notice to the other, may terminate this Agreement if there a court of competent jurisdiction or other Governmental Authority shall have been issued a nonappealable final order, decree or ruling or taken any material breach other action, in each case having the effect of any representationpermanently restraining, warrantyenjoining or otherwise prohibiting the Exchange. 10.2.2 Intuit, covenant or other obligation of First Starby giving written notice to C-Co, on may terminate this Agreement if the one hand, or NSB, on the other hand, and such breach cannot be, or Exchange shall not have been, remedied within thirty (30) days after receipt been consummated by such other party of notice in writing specifying midnight Pacific Time on the nature of such breach and requesting that it be remedied, Termination Date; provided, however, that neither party Intuit's right to terminate this Agreement pursuant to this Section 10.2.2 shall not be available to Intuit if its failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 9 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by Intuit, if C-Co and each of the C-Co Shareholders have performed in all material respects their obligations under this Agreement and if the representations and warranties of C-Co and the C-Co Shareholders are true and correct in all material respects as of the Termination Date. 10.2.3 The C-Co Shareholders, by giving written notice to Intuit, may terminate this Agreement if the Exchange and the CTC Exchange shall not have been consummated by midnight Pacific Time on the Termination Date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.01(b) unless 10.2.3 shall not be available to the C-Co Shareholders if the failure of C-Co or of any C-Co Shareholder to perform in any material respect any of its, his or her respective obligations or covenants under this Agreement results in the failure of any condition set forth in Article 8 or if the failure of such condition results from facts or circumstances that constitute a material breach of the a representation or warranty or covenant would entitle made under this Agreement by C-Co or the party receiving such representation C-Co Shareholders, if Intuit has performed in all material respects its obligations under this Agreement and if the representations and warranties of Intuit are true and correct in all material respects as of the Termination Date. 10.2.4 Intuit may terminate this Agreement at any time prior to the Closing if C-Co or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 either C-Co Shareholder has committed a material breach of (a) any of its, his or her representations and warranties under Article 3; or (in the case b) any of a its, his or her respective covenants under Article 5, and has not cured such material breach of representation or warranty or covenant by First Starwithin thirty (30) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure days after Intuit has given C-Co written notice of the party seeking material breach and Intuit's intention to terminate this Agreement pursuant to perform this Section 10.2.4 (or observe its agreements set forth in such shorter time period ending on the Termination Date if such thirty (30) day cure period would extend past the Termination Date). 10.2.5 C-Co may terminate this Agreement required at any time prior to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan Intuit has committed a material breach of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable any of its representations and warranties under Article 4; or (b) does any of its covenants under Article 6, and has not approve cured such material breach within thirty (30) days after C-Co has given Intuit written notice of the material breach and its intention to terminate this Agreement pursuant to this Section 10.2.5 (or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, shorter time period ending on the one hand, or NSB, on Termination Date if such thirty (30) day cure period would extend past the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained hereinTermination Date).

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on March 1, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2006 provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party results in the failure of any condition set forth in ARTICLE 9 or ARTICLE 10 to consummate be fulfilled or satisfied on or before such date. (c) Either Acquiror or the transactions contemplated hereby under Section 6.01 Company may terminate this Agreement at any time prior to the Effective Time if (a) (in the case of other has committed a breach of representation (i) any of its representations and warranties under ARTICLE 3 or warranty ARTICLE 4, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under ARTICLE 5 or ARTICLE 6, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in ARTICLE 10 or ARTICLE 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, (ii) the Company shall have materially breached or be performed or observed by such party on or before the Closing Date; deemed to have materially breached Section 5.7 (No Other Negotiations), (iii) if the Company shall have for any reason failed to call, convene and hold the Company Shareholders Meeting (or submit to the vote of the Company Shareholders at the Company Shareholders Meeting the approval of the Merger and adoption of this Agreement and Agreement) within ten business days following the Plan later of Conversion are not approved by the Voting Depositors (A) expiration or early termination of NSB by such vote as is required applicable waiting periods under the Plan HSR Act and (B) the receipt of Conversion; the Permit, or (iv) if final action has an inquiry, offer or proposal for an Alternative Transaction shall have been taken by a Regulatory Authority whose approval is required made and the Company’s Board of Directors of the Company in connection with therewith, does not within five business days of such occurrence reconfirm its approval and recommendation of this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and reject such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Alternative Transaction.

Unilateral Termination. By First Star (a) Either Parent or NSB: the Company, by giving written notice to the other, may terminate this Agreement if (i) if there a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, preventing or enjoining or otherwise prohibiting any of the Mergers or any other material breach Contemplated Transaction, or (ii) there has been adopted an applicable Law that makes the consummation of any representation, warranty, covenant or other obligation of First Star, the Mergers on the one hand, or NSB, on the other hand, terms and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt conditions contemplated by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, this Agreement illegal; provided, however, that neither the Party seeking to terminate this Agreement pursuant to this Section 9.2(a) must have used all reasonable efforts to remove any such final judgment or action in order to terminate this Agreement under this Section 9.2(a); (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Closing has not taken place on or before the date that is ninety (90) days following the date of this Agreement, if the conditions to the terminating party’s obligations to Closing under Section 7 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party shall have has not waived such unsatisfied conditions by such time; provided, however, that the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any Party who is at that time in material breach of the this Agreement or whose breach of a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (Party results in the case failure of any condition set forth in Section 7 to be fulfilled or satisfied as of such date; (c) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the First Merger Effective Time if any Buyer Party has committed a breach of representation (i) any of their representations or warranty warranties under Section 4, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of their covenants under this Agreement, and (A) has not cured such breach within ten (10) Business Days after the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure Company has given Parent written notice of such occurrence shall be due to the failure of the party seeking breach and its intention to terminate this Agreement pursuant to perform this Section 9.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements set forth in this Agreement required to nature cannot be performed or observed by such party cured) and (B) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restrainingif not curable, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Section 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to the obligations of First Star, on Company if the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided Company is at that the terminating party is not then time in material breach of this Agreement; (d) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the First Merger Effective Time if the Company has committed a breach of (i) any of its representations or warranties under Section 3 (as modified by the Disclosure Schedule), warrantyor (ii) any of its covenants under this Agreement, covenant and (A) has not cured such breach within ten (10) Business Days after Parent has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(d) (provided, however, that no such cure period shall be available or other agreement contained herein)applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Section 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(d) shall not be available to Parent if any Buyer Party are at that time in material breach of this Agreement; and (e) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the First Merger Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within twenty-four (24) hours after the execution and delivery of this Agreement by any of the Buyer Parties, the Company and the Securityholders’ Representative.

Unilateral Termination. By First Star or NSBThis Agreement may be terminated: (ia) by either ETP or the Contributor Representative, on behalf of Contributors, at any time prior to Closing, if there any Governmental Entity shall have been promulgated any material breach applicable Law making illegal or otherwise permanently restraining, enjoining or otherwise prohibiting any of any representation, warranty, covenant the transactions contemplated by this Agreement or other obligation of First Star, on the one hand, or NSB, on the other handTransaction Documents, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, provided, however, that neither party Law shall have become final and non-appealable; provided that the right Party seeking to terminate this Agreement pursuant to this Section 7.01(b) unless 15.2 shall have used its commercially reasonable efforts to have such Law revoked or lifted if and to the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted extent required by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB);11.1; (iib) by either ETP or the Contributor Representative, on behalf of Contributors, if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date;November 23, 2016(the “Outside Date”); (iiic) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyETP, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that of a breach by any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach Contributor of any representation, warranty, covenant or other agreement contained herein), or if a representation or warranty of any Contributor shall have become untrue or inaccurate after the date of original execution hereof, which in either case (i) would result in a breach of any Contributor’s obligations to consummate the transactions contemplated hereby or (ii) (A) would result in a failure of a condition set forth in Section 13.2(a) or Section 13.2(b) to be satisfied, and (B) has not been or is not cured within twenty (20) Business Days after receipt by such Contributor of written notice from ETP (a copy of which shall be provided to the Contributor Representative) of such breach or inaccuracy; or (d) by the Contributor Representative, on behalf of Contributors, in the event of a breach by ETP of any representation, warranty, covenant or other agreement contained herein, or if a representation or warranty of ETP shall have become untrue or inaccurate after the date of original execution hereof, which in either case (i) would result in a breach of ETP’s obligations to consummate the transactions contemplated hereby or (ii) (A) would result in a failure of a condition set forth in Section 13.3(a) to be satisfied, and (B) has not been or is not cured within twenty (20) Business Days after receipt by ETP of written notice from the Contributor Representative of such breach or inaccuracy.

Unilateral Termination. By First Star or NSBThis Agreement may be terminated: (ia) by either ETP or the Contributor Representative, on behalf of Contributors, at any time prior to Closing, if there any Governmental Entity shall have been promulgated any material breach applicable Law making illegal or otherwise permanently restraining, enjoining or otherwise prohibiting any of any representation, warranty, covenant the transactions contemplated by this Agreement or other obligation of First Star, on the one hand, or NSB, on the other handTransaction Documents, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, provided, however, that neither party Law shall have become final and non-appealable; provided that the right Party seeking to terminate this Agreement pursuant to this Section 7.01(b15.2 shall have used its commercially reasonable efforts to have such Law revoked or lifted if and to the extent required by Section 11.1; 57 (b) unless by either ETP or the breach Contributor Representative, on behalf of Contributors, if the representation Closing shall not have occurred on or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSBbefore November 23, 2016(the “Outside Date”); (iic) if the Closing Date shall not have occurred prior to September 30by ETP, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that of a breach by any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach Contributor of any representation, warranty, covenant or other agreement contained herein), or if a representation or warranty of any Contributor shall have become untrue or inaccurate after the date of original execution hereof, which in either case (i) would result in a breach of any Contributor’s obligations to consummate the transactions contemplated hereby or (ii) (A) would result in a failure of a condition set forth in Section 13.2(a) or Section 13.2(b) to be satisfied, and (B) has not been or is not cured within twenty (20) Business Days after receipt by such Contributor of written notice from ETP (a copy of which shall be provided to the Contributor Representative) of such breach or inaccuracy; or (d) by the Contributor Representative, on behalf of Contributors, in the event of a breach by ETP of any representation, warranty, covenant or other agreement contained herein, or if a representation or warranty of ETP shall have become untrue or inaccurate after the date of original execution hereof, which in either case (i) would result in a breach of ETP’s obligations to consummate the transactions contemplated hereby or (ii) (A) would result in a failure of a condition set forth in Section 13.3(a) to be satisfied, and (B) has not been or is not cured within twenty (20) Business Days after receipt by ETP of written notice from the Contributor Representative of such breach or inaccuracy.

Unilateral Termination. By First Star or NSB: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion;; 38 (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight in Toronto, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remediedCanada on January 31, 2009; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 9.2(c) shall not be available to be performed a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement if (i) the Consents have not been delivered to the Secretary of the Company in accordance with Section 5.5, (ii) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or observed by such party on agreed to an Alternative Transaction or before shall have resolved to do any of the Closing Date; foregoing, (iii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors of the Company in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Alternative Transaction, which final action or (aiv) has become unappealable and a California Permit is not issued. (be) does not approve The Company, by giving written notice to Parent, may terminate this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if at any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent time prior to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) approval and adoption of this Agreement (by the required vote of the stockholders of the Company) if the Company has received a Superior Proposal and the Board of Directors of the Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that the terminating party is not then in material breach Company complies with the provisions of any representation, warranty, covenant or other agreement contained herein)Section 5.7.

Unilateral Termination. By First Star Fairmount or NSBFullerton Federal: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First StarFairmount, on the one hand, or NSBFullerton Federal, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, ; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) 7.01 unless the breach of the representation or representation, warranty or covenant would entitle the party receiving such representation or warranty or benefitted benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a6.01(a) (in the case of a breach of a representation or warranty or covenant by First StarFairmount) or Section 6.02(a) (in the case of a breach of a representation or warranty or covenant by NSBFullerton Federal); (ii) if the Closing Date shall not have occurred prior to September 30December 31, 19992011, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and and/or (b) does not approve or objects to this Agreement (in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval of the Members of Fullerton Federal required for the consummation of the Conversion Merger shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of Members, or at any adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Section IX thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vivii) in the any event that any of the conditions precedent to the obligations of First StarFairmount, on the one hand, or NSBFullerton Federal, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. By First Star or NSB: (ia) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First StarEither Buyer and Merger Sub, on the one hand, or NSBCompany and Stockholder, on the other hand, and such breach cannot beby giving written notice to the other, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, provided, however, that neither party shall have the right to may terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of if a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority Governmental Entity shall have issued an a nonappealable final order, decree, decree or ruling or taken any other action action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; orAgreement. (vib) in the event that any of the conditions precedent to the obligations of First StarEither Buyer and Merger Sub, on the one hand, or NSBCompany and Stockholder, on the other hand, by giving written notice to consummate the other, may terminate this Agreement if the transactions contemplated by this Agreement canshall not have been consummated by midnight Pacific time on September 14, 2001 (the "Termination Date"). The right to terminate this Agreement pursuant to this Section 8.2(b) shall not be satisfied available to any party whose failure to perform in any material respect any of its obligations or fulfilled by the date specified in Section 7.01(b)(ii) of covenants under this Agreement results in the failure of any condition set forth in Article 6 or Article 7 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by such party, if the other party has performed in all material respects its obligations under this Agreement and if the representations and warranties of such other party to this Agreement are true and correct in all material respects as of the Termination Date. (provided that c) Either Buyer and Merger Sub, on the terminating other hand, or Company and Stockholder, on the other hand, by giving written notice to the other, may terminate this Agreement if the other party has committed a material breach of (i) any of its representations and warranties under Article 2 or Article 3, as applicable or (ii) any of its covenants under Article 4 or Article 5, as applicable but only if the party alleging such breach is also not then in material breach of its representations, warranties or covenants. The nonbreaching party, however, may only terminate in any representation, warranty, covenant or such case if breaching party has not cured such material breach within ten days after the party seeking to terminate this Agreement has given the other agreement contained hereinparty written notice of the material breach and its intention to terminate this Agreement pursuant to this Section 8.2(c).

Unilateral Termination. By First Star (a) Either Parent or NSB: the Company, by giving written notice to the other, may terminate this Agreement if (i) if there a court of competent jurisdiction or other Governmental Authority of competent jurisdiction shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material breach transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of any representation, warranty, covenant or other obligation of First Star, the Merger on the one handterms and conditions contemplated by this Agreement illegal. (b) Either Parent or the Company, or NSBby giving written notice to the other, on may terminate this Agreement if the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by 5:00 p.m. Eastern time on December 31, remedied within thirty 2020 if the conditions to the terminating party’s obligations to Closing under Article 7 (30other than conditions pertaining to covenants to be performed as part of effectuating the Closing) days after receipt have not been satisfied and the terminating party has not waived such unsatisfied conditions by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, date; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 7 to be fulfilled or satisfied on or before such date. (c) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the Effective Time if Parent or Merger Sub has committed a breach of representation (i) any of their representations or warranty warranties under Article 4, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of their covenants under this Agreement, and (A) has not cured such breach within twenty (20) Business Days after the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure Company has given Parent written notice of such occurrence shall be due to the failure of the party seeking breach and its intention to terminate this Agreement pursuant to perform this Section 8.2(c); provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements set forth in this Agreement required to nature cannot be performed or observed by such party cured and (B) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restrainingif not curable, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.2(c) shall not be available to the obligations of First Star, on Company if the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided Company is at that the terminating party is not then time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Effective Time if the Company has committed a breach of (i) any of its representations or warranties under Article 3, warrantyor (ii) any of its covenants under this Agreement, covenant and (A) has not cured such breach within twenty (20) Business Days after Parent has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 8.2(d); provided, however, that no such cure period shall be available or other agreement contained herein)applicable to any such breach which by its nature cannot be cured and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to Parent if Parent or Merger Sub are at that time in material breach of this Agreement.

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of the First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on April 30, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2004; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose material breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant party results in the failure of any condition set forth in Article 9 or Article 10 to be fulfilled or satisfied on or before such date; provided further, that in the event that: (i) any such condition in Article 10 is not satisfied due to consummate the transactions contemplated hereby under commencement after the Agreement Date of any litigation against the Company or any of its employees that is brought by a third party that is unaffiliated with the Company or the receipt by the Company after the Agreement Date of written notice that such a third party intends to commence (or that such third party believes it has a basis to commence) such litigation; and (ii) the Company (x) promptly communicates to Acquiror in writing such litigation or threat and the underlying facts and documentation reasonably necessary for an evaluation of the alleged merits thereof and defenses thereto (provided such communication does not violate or waive the attorney client privilege), and (y) thereafter continuously works in good faith with the Acquiror, and exercises reasonable efforts, to defend, resolve or settle such litigation or threat (to the extent that the Company has adequate resources to do so); but (iii) such litigation or threat cannot be dismissed or resolved by April 30, 2004 and Acquiror has not waived each such closing condition with respect to such litigation or threat on or prior to that date, then the foregoing proviso shall not prohibit the Company from terminating this Agreement pursuant to this Section 6.01 11.2(b) following April 30, 2004. (c) Either Acquiror or the Company may terminate this Agreement at any time prior to the Effective Time if (a) (in the case of other has committed a breach of representation (i) any of its representations and warranties under Article 4 or warranty Article 5, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 7 or Article 8, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within five business days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform terminate this Agreement pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article 10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if any required approval of the Company Stockholders approving the Merger and adopting this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly noticed and held meeting of stockholders (or at any adjournment thereof) or by written consent of the stockholders within 10 business days following the date the California Commissioner issues the Permit (or, in the event that Acquiror proceeds with the private placement pursuant to Section 6.2(a), following the date Acquiror notifies the Company of such fact); provided, however, that the right to terminate this Agreement under this Section 11.2(d) shall not be performed available to the Company where the failure to obtain stockholder approval shall have been caused by the action or observed failure to act of the Company and such action or failure to act constitutes a breach by such party on the Company of this Agreement. (e) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or before agreed to an Acquisition Proposal or shall have resolved to do any of the Closing Date; foregoing, (ii) the Company shall have breached or be deemed to have breached Section 7.7 (No Other Negotiations), (iii) if the Company shall have for any reason failed to call, convene and hold the Company Stockholders Meeting (or submit to the vote of the Company Stockholders at the Company Stockholders Meeting the approval of the Merger and adoption of this Agreement and Agreement) or secure the Plan Company Stockholders Consent within 10 business days following the date the California Commissioner issues the Permit (or, in the event that Acquiror elects to proceed with the private placement pursuant to Section 6.2(a), the date Acquiror notifies the Company of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; election), or (iv) if final action has an Acquisition Proposal shall have been taken by a Regulatory Authority whose approval is required made and the Company’s Board of Directors of the Company in connection with therewith, does not within five business days of such occurrence reconfirm its approval and recommendation of this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and reject such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Acquisition Proposal.

Unilateral Termination. By First Star or NSB: (ia) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First StarEither Buyer, on the one hand, or NSBSeller, on the other hand, and such breach cannot beby giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Entity shall have issued an injunction, order, decree or ruling or taken any other action to restrain, enjoin, make illegal or otherwise prohibit the Asset Acquisition. (b) Either Buyer, on the one hand, or Seller, on the other hand, by giving written notice to the other, may terminate this Agreement if the Asset Acquisition shall not have beenbeen consummated by midnight Pacific Time on September 30, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2004; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article VII or if the failure of such condition results from facts or circumstances that constitute a material breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party. (c) Either Buyer, on the one hand, or Seller, on the other hand, by giving written notice to consummate the transactions contemplated hereby under Section 6.01 (a) (in other, may terminate this Agreement at any time prior to the case of Closing if the other has committed a material breach of representation (i) any of such party’s representations and warranties contained in this Agreement or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure any of such occurrence shall be due to the failure of party’s covenants contained in this Agreement, and has not cured such material breach within ten days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to be performed or observed by such party on or before the Closing Date;this Section 8.2(c). (iiid) if Buyer, by giving written notice to Seller, may terminate this Agreement and if a Material Adverse Change in Seller, the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement Business or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Purchased Assets has occurred.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight in Palo Alto, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remediedCalifornia on November 15, 2009; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 9.2(c) shall not be available to be performed a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or observed by such party on agreed to an Alternative Transaction or before shall have resolved to do any of the Closing Date; foregoing, or (iii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors of the Company in connection therewith does not within ten (10) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Alternative Transaction. (e) The Company, which final action (a) has become unappealable and (b) does not approve by giving written notice to Parent, may terminate this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if at any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent time prior to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) approval and adoption of this Agreement (by the required vote of the stockholders of the Company) if the Company has received a Superior Proposal and the Board of Directors of the Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that the terminating party is not then in material breach Company complies with the provisions of any representation, warranty, covenant or other agreement contained herein)Section 5.7.

Unilateral Termination. By First Star (a) Either Buyer or NSB:FBC, by giving written notice to the other Parties, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Acquisition or any other material transaction contemplated by this Agreement. (ib) if there shall have been any material breach of any representationEither Buyer or FBC, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on by giving written notice to the other handParties, and such breach cannot be, or may terminate this Agreement if the Acquisition shall not have beenbeen consummated by midnight California time on February 28, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2014; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any Party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (Party results in the case failure of any condition set forth in Article 9 to be fulfilled or satisfied on or before such date. (c) FBC, by giving written notice to the other Parties, may terminate this Agreement at any time prior to the Closing if (i) Buyer has committed a breach of representation or warranty or covenant by First Star(A) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure any of the party representations and warranties under Article 6, or (B) any of its covenants under or Article 8, and (x) has not cured such breach within ten (10) Business Days after the Party seeking to terminate this Agreement has given the other Party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and (y) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 9 to be fulfilled or satisfied; provided, however, that the obligations of First Star, on the one hand, or NSB, on the other hand, right to consummate the transactions contemplated by terminate this Agreement canunder this Section 10.2(c) shall not be satisfied available to FBC if the Company or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided any Company Shareholder is at that the terminating party is not then time in material breach of this Agreement, or (ii) any representationevent has occurred or any circumstance exists which, warrantyalone or together with any one or more other events or circumstances has had, covenant is having or would reasonably be expected to have a Material Adverse Effect on Buyer. (d) Buyer, by giving written notice to the Company and the Company Shareholders, may terminate this Agreement at any time prior to the Closing if (i) if the Company has committed a breach of (A) any of the representations and warranties under Article 4, or (B) any of its covenants under or Article 7, and (x) has not cured such breach within ten (10) Business Days after the Party seeking to terminate this Agreement has given the other agreement contained herein)Party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 10.2(d)(i) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (y) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article 9 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 10.2(d)(i) shall not be available to Buyer if Buyer is at that time in material breach of this Agreement, (ii) any Company Shareholder has committed a material breach of any of such Company Shareholder’s representations and warranties under Article 5, (iii) Buyer elects to consummate an Alternative Buyer Transaction pursuant to any Takeover Proposal or (iv) any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect. (e) Either Buyer or FBC, by giving written notice to the other Parties, may terminate this Agreement at any time prior to the Effective Time if the Buyer Shareholders Meeting is convened and the Buyer Shareholder Approval is not obtained.

Unilateral Termination. By First Star (a) Either PAR3 or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either PAR3 or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on March 31, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2006; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either PAR3 or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a material breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 8.2(c) shall not be available to be performed or observed by such a party on or before if the Closing Date;party is at that time in material breach of this Agreement. (iiid) PAR3, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors of the Company in connection therewith does not within five (5) business days of PAR3’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and reject such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Alternative Transaction.

Unilateral Termination. By First Star (a) Either OmniVision or NSB:CDM, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either OmniVision or CDM, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on April 30, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2005; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the representation a representation, warranty, covenant or warranty or covenant would entitle the party receiving such representation or warranty or benefitted agreement made under this Agreement by such covenant not party results in the failure of any condition set forth in Article 9 or Article 10 to consummate be fulfilled or satisfied on or before such date. (c) Either OmniVision or CDM may terminate this Agreement at any time prior to the transactions contemplated hereby under Section 6.01 Effective Time if (a) (in the case of other has committed a breach of representation (i) any of its representations and warranties under Article 4 or warranty Article 5, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 7 or Article 8, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within five business days after the party seeking to terminate this Agreement has given the other party written notice of the breach and its intention to perform terminate this Agreement pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article 10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) OmniVision, by giving written notice to CDM, may terminate this Agreement if (i) CDM's Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing; (ii) CDM shall have breached or be performed or observed by such party on or before the Closing Date; deemed to have breached Section 7.7 (No Other Negotiations); (iii) if CDM shall have for any reason failed to obtain the CDM Stockholder Approval within 20 business days following the Agreement Date (provided, however, that the right to terminate this Agreement and under this clause (iii) of Section 11.2(d) shall not be available to OmniVision where the Plan of Conversion are not approved failure to obtain CDM Stockholder approval shall have been caused by the Voting Depositors action or failure to act of NSB OmniVision and such action or failure to act constitutes a breach by such vote as is required under the Plan OmniVision of Conversion; this Agreement); or (iv) if final action has an Acquisition Proposal shall have been taken by a Regulatory Authority whose approval is required made and CDM's Board of Directors in connection with therewith, does not within 5 business days of such occurrence reconfirm its approval and recommendation of this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Acquisition Proposal. (e) OmniVision, which final action (a) has become unappealable and (b) does not approve by giving written notice to CDM, may terminate this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an orderif, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any good faith judgment of OmniVision, upon the advice of counsel, it is not possible to qualify the issuance of OmniVision Common Stock in the Merger as a valid private placement pursuant to Section 4(2) of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).Securities Act and/or Regulation D.

Unilateral Termination. By First Star or NSB: (ia) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, Either Acquiror on the one hand, or NSB, Seller and the Companies on the other hand, and such breach cannot beby giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Share Purchase or any other material transaction contemplated by this Agreement. (b) Either Acquiror on the one hand, or Seller and the Companies on the other hand, by giving written notice to the other, may terminate this Agreement if the Share Purchase shall not have beenbeen consummated by midnight Eastern Time on June 19, remedied within thirty 2017 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition precedent set forth in Article 9 or Article 10 to be fulfilled or satisfied on or before such Termination Date. (c) Either Acquiror on the one hand, or Seller and the Companies on the other hand may terminate this Agreement at any time prior to the Closing if (i) the other has committed a breach of representation (A) any of its representations and warranties under Article 3, Article 4 or warranty Article 5, as applicable or covenant by First Star(B) any of its covenants under Article 6, Article 7 or Section 6.02(aArticle 8, as applicable, and has not cured such breach within fifteen (15) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by its nature cannot be cured and if such party cure period would expire after the Termination Date, the Termination Date shall be automatically extended, without any action by any party, to the date on which such cure period expires) and (ii) such breach, if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Article 9 or Article 10, on the one hand, or NSB, on the other handas applicable, to consummate be fulfilled or satisfied. (d) Seller and the transactions contemplated Companies, by giving written notice to Acquiror, may terminate this Agreement cannot be satisfied or fulfilled by the date specified at any time, in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then their sole discretion, if a Governmental Authority shall have asserted any claim in material breach of any representationcourt, warranty, covenant agency or other agreement contained herein)proceeding seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, and Acquiror has not confirmed in writing its intent to use commercially reasonable efforts to contest such claim within five (5) Business Days of a written request for such confirmation from Seller and abided by such undertaking.

Unilateral Termination. By First Star 10.2.1 Either Glu or NSB: (i) the Representative, by giving written notice to the other, may terminate this Agreement if there a court of competent jurisdiction or other Governmental Authority shall have been issued a nonappealable final order, decree or ruling or taken any material breach other action, in each case having the effect of any representationpermanently restraining, warrantyenjoining or otherwise prohibiting the Exchange. 10.2.2 Glu, covenant or other obligation of First Starby giving written notice to the Representative, on may terminate this Agreement if the one hand, or NSB, on the other hand, and such breach cannot be, or Exchange shall not have been, remedied within thirty (30) days after receipt been consummated by such other party of notice in writing specifying midnight Pacific Time on the nature of such breach and requesting that it be remedied, Termination Right Date; provided, however, that neither party Glu’s right to terminate this Agreement pursuant to this Section 10.2.2 shall not be available to Glu if its failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 9 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by Glu, if the iFone Shareholders have performed in all material respects their obligations under this Agreement and if the representations and warranties of the iFone Shareholders are true and correct in all material respects as of the Termination Right Date. 10.2.3 The Representative (on behalf of the iFone Shareholders), by giving written notice to Glu, may terminate this Agreement if the Exchange shall not have been consummated by midnight Pacific Time on the Termination Right Date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.01(b) unless 10.2.3 shall not be available if the failure of any iFone Shareholder to perform in any material respect any of its, his or her respective obligations or covenants under this Agreement results in the failure of any condition set forth in Article 8 or if the failure of such condition results from facts or circumstances that constitute a material breach of the a representation or warranty or covenant would entitle made under this Agreement by the party receiving such representation or warranty or benefitted by such covenant not iFone Shareholders, if Glu has performed in all material respects its obligations under this Agreement and if the representations and warranties of Glu are true and correct in all material respects as of the Termination Right Date. 10.2.4 Glu may terminate this Agreement at any time prior to consummate the transactions contemplated hereby under Section 6.01 Closing if any iFone Shareholder has committed a material breach of (a) any of its, his or her representations and warranties under Article 3 or (b) any of its, his or her respective covenants under Article 5; such breach, if uncured, would cause the condition in Article 9 not to be satisfied; and such breach has not been cured within thirty (30) days after Glu has given the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall Representative written not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure ice of the party seeking material breach describing with reasonable specificity the nature of its basis for and Glu’s intention to terminate this Agreement pursuant to perform this Section 10.2.4 (or observe its agreements set forth in such shorter time period ending on the Termination Right Date if such thirty (30) day cure period would extend past the Termination Right Date). 10.2.5 The Representative (on behalf of the iFone Shareholders) may terminate this Agreement required at any time prior to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan Glu has committed a material breach of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable any of its representations and warranties under Article 4 or (b) does any of its covenants under Article 6; such breach, if uncured, would cause the condition in Article 8 not approve to be satisfied; and Glu has not cured such breach within thirty (30) days after the Representative has given Glu written notice of the material breach describing with reasonable specificity the nature of its basis for and its intention to terminate this Agreement pursuant to this Section 10.2.5 (or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, shorter time period ending on the one hand, or NSB, on Termination Right Date if such thirty (30) day cure period would extend past the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained hereinTermination Right Date).

Unilateral Termination. By First Star (a) Either Parent or NSB: the Company, by giving written notice to the other, may terminate this Agreement if (i) if there a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material breach transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of any representation, warranty, covenant or other obligation of First Star, the Merger on the one handterms and conditions contemplated by this Agreement illegal. (b) Either Parent or the Company, or NSBby giving written notice to the other, on may terminate this Agreement if the other hand, and such breach cannot be, or Merger shall not have been, remedied within thirty been consummated by 5:00 p.m. Eastern time on the date that is sixty (3060) days after receipt following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 6 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, time; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b7.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 6 to be fulfilled or satisfied as of such date. (c) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the Effective Time if Parent or Merger Sub has committed a material breach of representation (i) any of their representations or warranty warranties under Article 4, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of their covenants under this Agreement, and, in each case, (A) has not cured such material breach within thirty (30) Business Days after the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure Company has given Parent written notice of such occurrence shall be due to the failure of the party seeking breach and its intention to terminate this Agreement pursuant to perform this Section 7.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements set forth in this Agreement required to nature cannot be performed or observed by such party cured) and (B) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restrainingif not curable, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) material breach would result in the event that failure of any of the conditions precedent set forth in Article 6 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 7.2(c) shall not be available to the obligations of First Star, on Company if the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided Company is at that the terminating party is not then time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Effective Time if the Company has committed a material breach of (i) any of its representations or warranties under Article 3, warrantyor (ii) any of its covenants under this Agreement, covenant and, in each case, (A) has not cured such material breach within thirty (30) Business Days after Parent has given the Company written notice of such material breach and its intention to terminate this Agreement pursuant to this Section 7.2(d) (provided, however, that no such cure period shall be available or applicable to any such material breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such material breach would result in the failure of any of the conditions set forth in Article 6 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 7.2(d) shall not be available to Parent if Parent or Merger Sub are at that time in material breach of this Agreement. (e) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other agreement contained herein)events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the Company. (f) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within seventy-two (72) hours after the execution and delivery of this Agreement by Parent, Merger Sub, the Company and the Securityholder Representative.

Unilateral Termination. By First Star 10.2.1 Either Parent or NSB: (i) Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if there a court of competent jurisdiction or other Governmental Authority shall have been issued a nonappealable final order, decree or ruling or taken any material breach other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger. 10.2.2 Either Parent or Company, by giving written notice to the other, may terminate this Agreement at any representation, warranty, covenant or other obligation of First Star, on time prior to the one hand, or NSB, on Effective Time if the other hand, and such breach cannot be, or Merger shall not have been, remedied within thirty (30) days after receipt been consummated by such other party of notice in writing specifying midnight Pacific Time on the nature of such breach and requesting that it be remedied, Termination Date; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) unless 10.2.2 shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 8 or Article 9 or if the failure of such condition results from facts or circumstances that constitute a material breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party. 10.2.3 Either Parent or Company may terminate this Agreement at any time prior to consummate the transactions contemplated hereby under Section 6.01 Effective Time if the other has committed (a) (or, in the case of a termination by Company, Sub has committed) a material breach of representation or warranty or covenant by First Star(a) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure any of such occurrence shall party’s representations and warranties contained in this Agreement or (b) any of such party’s covenants contained in this Agreement, in each case such that the conditions set forth in Article 8 or Article 9 would not be due to the failure of satisfied, and has not cured such material breach within ten days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to be performed this Section 10.2.3; provided, however, that if such breach is curable by Parent or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote Company, as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyapplicable, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent prior to the obligations Termination Date through the exercise of First Starcommercially reasonable efforts, on the one handthen for so long as Parent or Company, or NSBas applicable, on the other hand, continues to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that exercise such commercially reasonable efforts the terminating party may not terminate this Agreement under this Section 10.2.3. 10.2.4 Parent, by giving written notice to Company, may terminate this Agreement if a Material Adverse Change in Company has occurred and such Material Adverse Change continues for a period of ten (10) days following written notice by Parent to Company or is not then in material breach otherwise curable by Company prior to the Termination Date through the exercise of any representation, warranty, covenant or other agreement contained herein)commercially reasonable efforts.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight California time on May 31, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2011; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 7 to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article 3 or warranty Article 4, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 5 or Article 6, as applicable, and (x) has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within 10 Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and (y) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 7 to be fulfilled or satisfied; provided, however, that the obligations of First Star, on the one hand, or NSB, on the other hand, right to consummate the transactions contemplated by terminate this Agreement canunder this Section 8.2(c) shall not be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Closing if (i) any event has occurred or any circumstance exists which, warrantyalone or together with any one or more other events or circumstances has had, covenant is having or other agreement contained herein)would reasonably be expected to have a Material Adverse Effect on the Company, (ii) there is a Change in Company Recommendation, (iii) a Superior Proposal is approved by the Company Board or (iv) the Company fails to provide Parent with the Stockholder Approval within two Business Days following the Agreement Date. (e) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the Stockholder Approval if (i) the Company Board receives a Superior Proposal, (ii) the Company Board has determined in good faith (after consultation with its outside legal counsel) that the failure to accept such Superior Proposal is inconsistent with the fiduciary duties of the members of the Company Board to the Company Stockholders under Applicable Law, (iii) the Company has complied in all material respects with Section 5.8 and (iv) prior to or concurrent with such termination, the Company pays the Company Termination Fee to Parent in accordance with Section 8.4.

Unilateral Termination. By First Star (a) Either Buyer or NSB:Seller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Asset Purchase or any other material transaction contemplated by this Agreement. (b) Either Buyer or Seller, by giving written notice to the other, may terminate this Agreement if the Asset Purchase shall not have been consummated by midnight Pacific Time on June 30, 2004, which date may be extended by the mutual written consent of the parties hereto. (c) Either Buyer or Seller may terminate this Agreement at any time prior to the Closing if (a) the other has committed a breach of (i) if there shall have been any of its representations and warranties under Article 4 or Article 5, as applicable, in any material respect or (ii) any of its covenants under Article 6 or Article 7, as applicable, materially adversely affecting (or materially delaying) the consummation of the transactions contemplated hereby and has not cured such breach of any representation, warranty, covenant or other obligation of First Star, on within twenty business days after the one hand, or NSB, on party seeking to terminate this Agreement has given the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party written notice of notice in writing specifying the nature of such material breach and requesting that it be remedied, provided, however, that neither party shall have the right its intention to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a10.2(c) (in the case of a provided, however, that no such cure period shall be available or applicable to any such breach of representation or warranty or covenant which by First Starits nature cannot be cured) or Section 6.02(a) and (in the case of a breach of representation or warranty or covenant by NSB); (iib) if not cured on or prior to the Closing Date shall not have occurred prior to September 30Date, 1999, which date shall be subject to extension by mutual consent, unless such breach would result in the failure of such occurrence shall be due to the failure any of the party seeking conditions set forth in Article 9 or Article 8, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement to perform or observe its agreements set forth in under this Agreement required to be performed or observed by such party on or before the Closing Date; (iiiSection 10.2(c) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of any representation, warranty, covenant or other agreement contained herein)this Agreement.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Companies, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or either Merger shall not have beenbeen consummated by midnight in Washington, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remediedDC on October 1, 2017; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party results in the failure of any condition set forth in Article VIII to consummate be fulfilled or satisfied on or before such date. (c) Either Parent or the transactions contemplated hereby under Section 6.01 (a) (Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach of representation breach, or warranty or covenant by First Star) or Section 6.02(a) (in the case of Parent, either Company has committed a breach breach, of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 9.2(c) shall not be available to be performed or observed by such a party on or before if the Closing Date;party is at that time in material breach of this Agreement. (iiid) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Alternative Transaction. (e) The Companies, which final action (a) has become unappealable and (b) does not approve by giving written notice to Parent, may terminate this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if at any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent time prior to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) approval and adoption of this Agreement (by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the terminating party is not then in material breach provisions of any representation, warranty, covenant or other agreement contained herein)Section 5.7.

Unilateral Termination. By First Star (a) Either Parent or NSBthe Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Eastern Time on October 23, remedied within thirty 2018 (30) days after receipt the “Termination Date”); provided, further, that in the event that any Governmental Authority issues a Second Request in connection with any review of the transactions contemplated by such other party of this Agreement, the Termination Date may be extended by Parent by providing prior written notice in writing specifying the nature of such breach and requesting that it be remedieduntil February 20, 2019; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b)(i) unless shall not be available to a party whose failure to perform any of its obligations under this Agreement has been the breach primary cause of, or directly resulted in, the failure of the representation Merger to have been consummated on or warranty or covenant would entitle before the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB);Termination Date; or (ii) if there shall be in effect a final non-appealable Order prohibiting the Closing Date consummation of the Merger; provided, however, that the right to terminate this Agreement pursuant to this Section 10.2(b)(ii) shall not have occurred prior be available to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of a party if such occurrence shall be Order was primarily due to the failure of such party to perform any of its obligations under this Agreement. (c) Either Parent or the Company may terminate this Agreement at any time prior to the Effective Time if (i) the other has committed a breach of (A) any of its representations and warranties under Article 3 or Article 4, as applicable or (B) any of its covenants under Article 5 or Article 6, as applicable, and has not cured such breach within 30 calendar days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by its nature cannot be cured) and (ii) such party breach, if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Article 9 or Article 8, on the one hand, or NSB, on the other handas applicable, to consummate be fulfilled or satisfied; provided, however, that the transactions contemplated by right to terminate this Agreement canunder this Section 10.2(c) shall not be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement if the Company shall have for any representation, warranty, covenant or other agreement contained herein)reason failed to secure the Company Stockholder Approval within 24 hours following the Agreement Date.

Unilateral Termination. By First Star or NSB: (ia) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, Either Buyer on the one hand, or NSB, Seller on the other hand, and such breach cannot beby giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Share Purchase or any other material transaction contemplated by this Agreement. (b) Either Buyer on the one hand, or Seller on the other hand, by giving written notice to the other, may terminate this Agreement if the Closing shall not have been, remedied within thirty (30) days after receipt by occurred on or before the six month anniversary of the Agreement Date or such other party of notice date that Buyer and Seller may agree upon in writing specifying (the “Initial Termination Date”); provided that if the Closing shall not have occurred by the Initial Termination Date, but on such date, all of the conditions to the Closing set forth in Article 9 and Article 10 (other than conditions that by their nature of such breach are only to be satisfied at the Closing) other than the conditions set forth in Sections 9.4(b), 10.6(a) and requesting that it be remedied10.6(b) have been satisfied or waived in writing, provided, however, that then neither party shall have be permitted to terminate this Agreement under this Section 11.2(b) until the eight month anniversary of the Agreement Date (the “Extended Termination Date”), provided further that the right to terminate this Agreement under this Section 11.2(b) shall not be available to any party whose breach of any covenant, agreement or obligation hereunder will have been the principal cause of, or will have directly resulted in, the failure of the Closing to occur on or before the Initial Termination Date or the Extended Termination Date, as the case may be. (c) Either Buyer on the one hand, or Seller on the other hand may terminate this Agreement at any time prior to the Closing if (i) the other has committed a material breach of (1) any of its representations and warranties under Article 3, Article 4 or Article 5, as applicable or (2) any of its covenants under Section 2.2(a), Section 2.2(c), Article 6 or Article 7, as applicable, and has not cured such breach within 20 Business Days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a11.2(c) (in provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured and provided further that the case of cure period for a breach of representation or warranty or covenant by First StarSection 2.2(a) or Section 6.02(a2.2(c) (in the case of a breach of representation or warranty or covenant by NSB); shall be 5 Business Days) and (ii) such breach, if not cured on or prior to the Closing Date shall not have occurred prior to September 30Date, 1999, which date shall be subject to extension by mutual consent, unless would result in the failure of such occurrence shall be due to the failure any of the party seeking conditions set forth in Article 10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement to perform or observe its agreements set forth in under this Agreement required to be performed or observed by such party on or before the Closing Date; (iiiSection 11.2(c) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of any representation, warranty, covenant or other agreement contained herein)this Agreement.

Unilateral Termination. By First Star (a) Either Macrovision or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Macrovision or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on January 31, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2008; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either Macrovision or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has (i) committed a material breach or failure of its representations and warranties under Article III or Article IV as of the date hereof or (ii) committed a breach of representation any covenant or warranty obligation pursuant to this Agreement such that the conditions set forth in Sections 7.2 or covenant by First Star7.3 would not be satisfied, and such breach has not been cured within fifteen (15) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured), and if not cured on or prior to the Closing Date such breach would result in the failure of any of the conditions set forth in Article VII as applicable to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 8.2(c) shall not be available to be performed or observed by such a party on or before if the Closing Date;party is at that time in material breach of this Agreement. (iiid) if Macrovision, by giving written notice to the Company, may terminate this Agreement if (i) the Board of Directors of the Company shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, (ii) an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Plan Board of Conversion are not approved by Directors of the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required Company in connection with therewith does not within two (2) business days of Macrovision’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decreereject such Alternative Transaction, or ruling or taken any other action restraining, enjoining or otherwise prohibiting (iii) the transactions contemplated by this Agreement and such order, decree, ruling or other action shall Stockholder Approvals have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled been obtained by the date specified in Section 7.01(b)(iiCompany, and copies of such approvals delivered to Macrovision, within two (2) hours following the time of execution of this Agreement (provided that by the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)parties.

Unilateral Termination. By First Star (a) Either Buyer or NSB: the Stockholder Representative, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time, (i) in the case of the Stockholder Representative, if there shall have been any Buyer has failed to pay on a timely basis the Aggregate SS Option Consideration pursuant to Section 2.5 and Section 2.6, and (ii) in the case of the Stockholder Representative or of Buyer, if Buyer or the Supporting Stockholder, as the case may be, has committed a material breach of (i) any representationof their representations and warranties set forth in Section 6 or Section 3, warrantyrespectively, covenant or (ii) any of their covenants or other obligation of First Staragreements set forth in this Agreement and, on in each case, such breach by Buyer or the one hand, or NSB, on Supporting Stockholder has not been cured within 30 calendar days after the party seeking to terminate this Agreement has given the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of written notice in writing specifying the nature of such breach and requesting that it be remedied, provided, however, that neither party shall have the right its intention to terminate this Agreement pursuant to this Section 7.01(b) unless the 7.2(a); provided, however, that no such cure period shall be available or applicable to any such breach of the representation that by its nature cannot be cured and if not cured on or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not prior to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless such breach would result in the failure of such occurrence shall be due to the failure any of the party seeking conditions set forth in Article VII of the Merger Agreement to be fulfilled or satisfied; provided, further, however, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to perform or observe its agreements set forth Buyer if Buyer is at that time in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan material breach of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or Stockholder Representative if the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event Supporting Stockholder is at that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then time in material breach of this Agreement. (b) This Agreement shall immediately and automatically terminate upon the termination of the Merger Agreement or the Development Agreement pursuant to the terms thereof. (c) Either Buyer or the Stockholder Representative, by giving written notice to the other, may terminate this Agreement at any representationtime prior to the Effective Time, warrantyin the event the Supporting Stockholder Trigger Date does not occur on the date that is 60 days from date of the Merger Agreement; provided, covenant or other agreement contained herein)however, that the right to terminate this Agreement under this Section 7.2(c) shall not be available to Buyer if Buyer’s material breach of this Agreement is the reason the Supporting Stockholder Trigger Date does not occur prior to that date, and shall not be available to the Stockholder Representative if the Supporting Stockholder’s material breach of this Agreement is the reason the Supporting Stockholder Option Trigger Date does not occur prior to that date.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight in San Jose, remedied within thirty (California on April 30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2016; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b)) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 9.2(c) shall not be available to be performed or observed by such a party on or before if the Closing Date;party is at that time in material breach of this Agreement. (iiid) Parent, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors of the Company in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Alternative Transaction. (e) The Company, which final action (a) has become unappealable and (b) does not approve by giving written notice to Parent, may terminate this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if at any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent time prior to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) approval and adoption of this Agreement (by the required vote of the stockholders of the Company) if the Company has received a Superior Proposal and the Board of Directors of the Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that the terminating party is not then in material breach Company has substantially complied with the provisions of any representation, warranty, covenant or other agreement contained herein)Section 5.7.

Unilateral Termination. By First Star (a) Either Parent or NSB: the Company, by giving written notice to the other, may terminate this Agreement if (i) if there a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been any material breach adopted an applicable Law that makes the consummation of any representation, warranty, covenant or other obligation of First Star, the Merger on the one handterms and conditions contemplated by this Agreement illegal. (b) Either Parent or the Company, or NSBby giving written notice to the other, on may terminate this Agreement if the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by 5:00 p.m. Pacific time on January 26, remedied within thirty 2022 (30the “Outside Date”) days after receipt if the conditions to the terminating party’s obligations to Closing under Article 6 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, time; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b7.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party was a proximate cause of the failure of any condition set forth in Article 6 to consummate be fulfilled or satisfied as of such date. (c) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the transactions contemplated hereby under Section 6.01 (a) (in the case of Effective Time if Parent or Merger Sub has committed a breach of representation (i) any of their representations or warranty warranties under Article 3, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of their covenants under this Agreement, in each case to the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless extent such breach would result in the failure of such occurrence shall be due to the failure any of the party seeking conditions set forth in Article 6 to be fulfilled or satisfied, and has not cured such breach within twenty (20) Business Days after the Company has given Parent written notice of such breach and its intention to terminate this Agreement pursuant to perform this Section 7.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements set forth in nature cannot be cured); provided, however, that the right to terminate this Agreement required under this Section 7.2(c) shall not be available to be performed or observed by such party on or before the Closing Date;Company if the Company is at that time in material breach of this Agreement. (iiid) if Parent, by giving written notice to the Company, may terminate this Agreement and at any time prior to the Plan Effective Time if the Company has committed a breach of Conversion are not approved by the Voting Depositors (i) any of NSB by such vote as is required its representations or warranties under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decreeArticle 2, or ruling or taken (ii) any other action restrainingof its covenants under this Agreement, enjoining or otherwise prohibiting in each case to the transactions contemplated by this Agreement and extent such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Article 6 to be fulfilled or satisfied, and has not cured such breach within twenty (20) Business Days after Parent has given the obligations Company written notice of First Star, on the one hand, or NSB, on the other hand, such breach and its intention to consummate the transactions contemplated by terminate this Agreement pursuant to this Section 7.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be satisfied or fulfilled by cured); provided, however, that the date specified in Section 7.01(b)(ii) of right to terminate this Agreement (provided under this Section 7.2(d) shall not be available to Parent if Parent or Merger Sub are at that the terminating party is not then time in material breach of this Agreement. (e) Parent, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within two (2) hours after the execution and delivery of this Agreement by Parent, warrantyMerger Sub, covenant or other agreement contained herein)the Company and the Securityholder Representative.

Unilateral Termination. By First Star or NSBThis Agreement may be terminated at any time prior to the Closing by: (a) Either of Buyer or Stockholder by giving written notice to the other, in the event a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Purchase. (b) [Intentionally omitted.] (c) Buyer, by giving written notice to Stockholder, if the Company, Seller, Stockholder or Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if there shall have been any material breach would result in a failure of any representation, warranty, covenant a condition set forth in Section 10.1 or other obligation 10.2 or failure of First Star, on the one hand, or NSB, on the other hand, Closing to occur and such breach (ii) cannot be, or shall not have been, remedied be cured by within thirty (30) days; provided, that Buyer shall have given the Company written notice, delivered at least fifteen (15) days after receipt by prior to such other party of notice in writing specifying termination, stating Buyer’s intention to terminate this Agreement pursuant to this Section 11.2(c) and the nature of basis for such breach termination (and requesting that it be remedied, such matter shall not have been cured); provided, however, that neither party Buyer shall not have the a right to terminate this Agreement pursuant to this Section 7.01(b11.2(c) unless the if Buyer is then in breach of the representation any representations, warranties, covenants or warranty or covenant other agreements contained in this Agreement that would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (result in the case a failure of a condition set forth in Sections 10.1 or 10.2. (d) Stockholder, by giving written notice to Buyer, if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach of representation or warranty or covenant by First Starfailure to perform (i) or Section 6.02(a) (would result in the case a failure of a breach condition set forth in Section 10.1 or 10.3 or failure of representation or warranty or covenant by NSB); the Closing to occur and (ii) cannot be cured by the within thirty (30) days; provided, that Stockholder shall have given Buyer written notice, delivered at least fifteen (15) days prior to such termination, stating Stockholder’s intention to terminate this Agreement pursuant to this Section 11.2(d) and the basis for such termination (and such matter shall not have been cured); provided, however, that Stockholder shall not have a right to terminate this Agreement pursuant to this Section 11.2(d) if Stockholder or the Company is then in breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Sections 10.1 or 10.2. (e) Stockholder or Buyer, by giving written notice to the other party, if the Closing Date shall not have occurred on or prior to September 30April 1, 19992009. (f) Stockholder, which date by giving written notice to Buyer, if Buyer shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements have delivered a Closing Demand Notice as set forth in this Agreement required to be performed or observed by such party Section 3.2, and the Closing shall not have occurred on or before prior to the Specified Closing Date;Date set forth therein. (iiig) if this Agreement and the Plan of Conversion are not approved Stockholder, by the Voting Depositors of NSB by such vote delivering an Alternative Transaction Termination Notice as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified set forth in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein7.3(c).

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on August 15, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2004; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 8 or Article 9 to be fulfilled or satisfied on or before such date. (c) Either Acquiror or the Company may terminate this Agreement at any time prior to the Effective Time if (i) the other has committed a breach of representation (1) any of its representations and warranties under Article 3 or warranty Article 4, as applicable, or covenant by First Star(2) any of its covenants under Article 5 or Section 6.02(a) (in the case of a Article 6, as applicable, and has not cured such breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of within ten business days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party its nature cannot be cured) and (ii) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by , such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent to the obligations of First Starset forth in Article 9 or Article 8, on the one hand, or NSB, on the other handas applicable, to consummate be fulfilled or satisfied; provided, however, that the transactions contemplated by right to terminate this Agreement canunder this Section 10.2(c) shall not be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of any representationthis Agreement. (d) Acquiror, warrantyby giving written notice to the Company, covenant or other agreement contained herein)may terminate this Agreement if the Company shall have failed to deliver an executed Company Shareholder Consent and an executed Company Shareholder Letter from each Company Shareholder listed in Exhibit B-1, which together constitute the Company Shareholder Approval, no later than 5:00 p.m. Pacific Time on the date immediately following the Agreement Date.

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Stock Purchase or any other material transaction contemplated by this Agreement. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Stock Purchase shall not have beenbeen consummated by midnight Pacific Time on November 30, remedied within thirty 2021 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to (i) Acquiror, if Acquiror is then in breach of the representation any of its representations or warranty warranties or covenant would entitle the party receiving covenants hereunder and such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (breach results in the case failure of any condition set forth in Article 9 to be fulfilled or satisfied on or before the Termination Date and (ii) the Company, if the Seller Guarantors, the Sellers, NewCo or the Company is then in breach of any of its representations or warranties or covenants hereunder and such breach results in the failure of any condition set forth in Article 10 to be fulfilled or satisfied on or before the Termination Date. (c) Acquiror may terminate this Agreement at any time prior to the Closing if (i) the Company, NewCo, the Seller Guarantors or the Sellers have committed a breach of representation or warranty or covenant by First Star(A) or Section 6.02(aany of their (d) The Company may terminate this Agreement at any time prior to the Closing if (in the case of i) Acquiror has committed a breach of representation (A) any of its representations and warranties under Article 5 or warranty or covenant (B) any of its covenants hereunder, and, in either case, has not cured such breach by NSB); the date which is the earlier of (ii1) if the Closing Date shall not have occurred two (2) Business Days prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to Termination Date and (2) fifteen (15) Business Days after the failure Company has given Acquiror written notice of the party seeking material breach and its intention to terminate this Agreement pursuant to perform this Section 11.2(d) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (ii) such breach would result in the failure of any of the conditions set forth in Article 9 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 11.2(d) shall not be available to the Company if the Company, NewCo, any Seller Guarantor or any Seller is at that time in breach of any of its representations, warranties, covenants or agreements hereunder and such breach would result in the failure of any condition set forth in Article 10 to be performed fulfilled or observed by such party satisfied on or before the Closing Termination Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on August 15, remedied within thirty 2006 (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, “Termination Date”); provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b11.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article 9 or Article 10 to be fulfilled or satisfied on or before such date. (c) Either Acquiror or the Company may terminate this Agreement at any time prior to the Effective Time if (i) the other has committed a breach of representation (x) any of its representations and warranties under Article 4 or warranty Article 5, as applicable, or covenant by First Star(y) any of its covenants under Article 7 or Section 6.02(a) (Article 8, as applicable, such that the conditions set forth in the case of a breach of representation Article 10 or warranty or covenant by NSB); Article 9, as applicable, would not be satisfied, (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such party on or before the Closing Date; its nature cannot be cured) and (iii) if such breach has not been cured by the Termination Date; provided, however, that the right to terminate this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (ivthis Section 11.2(c) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by available to a party if the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then at that time in material breach of any representationthis Agreement. (d) Acquiror, warrantyby giving written notice to the Company, covenant or other agreement contained herein)may terminate this Agreement if the Company shall have breached the Mutual NDA.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by 11:59 p.m. Pacific Time on January 31, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2008; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the First Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) any of its covenants under Article V or Article VI, as applicable, such that if such breach, if not cured on or prior to the Closing Date shall not have occurred prior to September 30Date, 1999, which date shall be subject to extension by mutual consent, unless it would result in the failure of any of the conditions set forth in Article VII, as applicable, to be fulfilled or satisfied; and such occurrence shall be due to the failure of party has not cured such breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform or observe its agreements set forth in terminate this Agreement required pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be performed available or observed applicable to any such breach which by such its nature cannot be cured) provided, however, that the right to terminate this Agreement under this Section 8.2(c) shall not be available to a party on or before if the Closing Date;party is at that time in material breach of this Agreement. (iiid) Parent, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors in connection therewith does not within five (5) Business Days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Alternative Transaction. (e) Parent, which final action (a) has become unappealable and (b) does not approve by giving written notice to the Company, may terminate this Agreement or at any time prior to such time that the Plan of Conversion or Requisite Company Stockholder Consent is received by the transactions contemplated hereby or thereby;Company and provided to Parent. (vf) if any court of competent jurisdiction Either Parent or Company, by giving written notice to the other governmental authority shall have issued an orderparty, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by may terminate this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) if the total number of shares of Parent Common Stock issued in the event that any Merger would exceed 19.9% of the conditions precedent outstanding shares of the Parent as of the Closing and either party after consultation with counsel, reasonably determines that the issuance of Parent Common Stock to reduce the obligations percentage below 19.9% would disqualify the Merger as a plan of First Star, on reorganization within the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in meaning of Section 7.01(b)(ii1.368-2(g) and 1.368-3(a) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).United States Treasury Regulations..

Unilateral Termination. By First Star (a) Either Parent or NSB:HoldCo, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Parent or HoldCo, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Parent shall not have beencompleted a Qualifying Offering by February 28, remedied within thirty 2018; provided, that, in the event of a termination of this Agreement under this Section 9.2(b), Parent shall promptly pay to HoldCo, in immediately available funds, an amount equal to the Merger Expenses. (30c) days after receipt Either Parent or HoldCo, by such other party of giving written notice in writing specifying to the nature of such breach and requesting that it be remediedother, may terminate this Agreement if the Merger shall not have been consummated by March 21, 2018; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(c) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Articvle VII to be fulfilled or satisfied on or before such date. Parent shall promptly pay to HoldCo, in immediately available funds, an amount equal to the Merger Expenses in the event Parent terminates this Agreement pursuant to this Section 9.2(c). (d) Either Parent or HoldCo, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 9.2(d) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article Viii, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 9.2(d) shall not be available to be performed or observed by such a party on or before if the Closing Date;party is at that time in material breach of this Agreement. In the event HoldCo terminates this Agreement pursuant to this Section 9.2(d), Parent shall promptly pay to HoldCo, in immediately available funds, an amount equal to the Merger Expenses. (iiie) Parent, by giving written notice to HoldCo, may terminate this Agreement if (i) HoldCo’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and HoldCo’s Board of Directors in connection therewith does not within five (5) Business Days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Alternative Transaction. (f) HoldCo, which final action (a) has become unappealable and (b) does not approve by giving written notice to Parent, may terminate this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if at any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent time prior to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) approval and adoption of this Agreement by the required vote of the stockholders of HoldCo) if HoldCo has received a Superior Proposal (provided prior to the Stockholder Approval) and the Board of Directors of HoldCo determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal; provided, that HoldCo has complied in all material respects with the terminating party is not then in material breach provisions of any representation, warranty, covenant or other agreement contained herein)Section 5.7.

Unilateral Termination. By First Star (a) Either Buyer or NSB:Parent, by giving written notice to the other, may terminate this Agreement at any time prior to the Closing if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Equity Purchase or any other material transaction contemplated by this Agreement. (ib) Either Buyer or Parent, by giving written notice to the other, may terminate this Agreement prior to Closing if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Closing shall not have beenoccurred by midnight Pacific Time on February 28, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2019; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party is the primary cause of the failure of any condition set forth in Article 8 or Article 9 to consummate be fulfilled or satisfied on or before such date. (c) Either Buyer or Parent may terminate this Agreement at any time prior to the transactions contemplated hereby under Section 6.01 Closing if (ai) (in the case of other has committed a breach of representation (1) any of its representations and warranties under Article 3, Article 4 or warranty Article 5, as applicable, or covenant by First Star(2) any of its covenants under Article 6 or Section 6.02(a) (in the case of a Article 7, as applicable, and has not cured such breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of within ten Business Days after the party seeking to terminate this Agreement has given the other party written notice of the material breach and its intention to perform terminate this Agreement pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (ii) such breach, if not cured on or prior to the Closing Date, would result in the failure of any of the conditions set forth in Article 8 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 10.2(c) shall not be available to be performed or observed a party if the party is at that time in material breach of this Agreement. (d) Buyer, by such party on or before giving written notice to Parent, may terminate this Agreement at any time prior to the Closing Date; if (iiii) any Seller Group Party (or its governing body) shall have for any reason recommended, endorsed, accepted or agreed to an Acquisition Proposal or shall have resolved to do any of the foregoing, in each case, in violation of Section 6.1(a) and Section 6.1(b), or (ii) if an inquiry, offer or Acquisition Proposal shall have been made and the Seller Group Party in receipt thereof does not within two Business Days of such occurrence reconfirm its commitment to this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and reject such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Acquisition Proposal.

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by midnight Pacific Time on the earlier of: (i) if there the fiftieth (50th) day following the date on which both the Company and Parent shall have been any material breach made all of any representationthe required filings under the HSR Act in compliance with Sections 5.4 and 6.2, warranty, covenant or other obligation of First Star, on the one handrespectively, or NSB(ii) December 31, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2005; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b8.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby made under Section 6.01 (a) (this Agreement results in the case failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of representation (i) any of its representations and warranties under Article III or warranty Article IV, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article V or Article VI, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement required under this Section 8.2(c) shall not be available to be performed or observed by such a party on or before if the Closing Date;party is at that time in material breach of this Agreement. (iiid) Parent, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors in connection therewith does not within five (5) Business Days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and reject such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein)Alternative Transaction.

Unilateral Termination. By First Star (a) Either Buyer or NSB: the Company, by giving written notice to the other, may terminate this Agreement if (i) if there a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material breach transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of any representation, warranty, covenant or other obligation of First Star, the Merger on the one handterms and conditions contemplated by this Agreement illegal. (b) Either Buyer or the Company, or NSBby giving written notice to the other, on may terminate this Agreement if the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by 5:00 p.m. Eastern time on October 28, remedied within thirty 2021 if the conditions to the terminating party’s obligations to Closing under Section 7 (30other than conditions pertaining to covenants to be performed as part of effectuating the Closing) days after receipt have not been satisfied and the terminating party has not waived such unsatisfied conditions by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, time; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b9.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (party results in the case failure of any condition set forth in Section 7 to be fulfilled or satisfied as of such date. (c) The Company, by giving written notice to Buyer, may terminate this Agreement at any time prior to the Effective Time if Buyer or Merger Subs has committed a breach of representation (i) any of their representations or warranty warranties under Section 4, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if any of their covenants under this Agreement, and (A) has not cured such breach within ten (10) Business Days after the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure Company has given Buyer and Merger Subs written notice of such occurrence shall be due to the failure of the party seeking breach and its intention to terminate this Agreement pursuant to perform this Section 9.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements set forth in this Agreement required to nature cannot be performed or observed by such party cured) and (B) if not cured on or before prior to the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restrainingif not curable, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) breach would result in the event that failure of any of the conditions precedent set forth in Section 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to the obligations of First Star, on Company if the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided Company is at that the terminating party is not then time in material breach of this Agreement. (d) Buyer, by giving written notice to the Company, may terminate this Agreement at any representationtime prior to the Effective Time if the Company has committed a breach of (i) any of its representations or warranties under 2.18(a), warrantyor (ii) any of its covenants under this Agreement, covenant and (A) has not cured such breach within ten (10) Business Days after Buyer has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(d) (provided, however, that no such cure period shall be available or other agreement contained herein)applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Section 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(d) shall not be available to Buyer if Buyer or Merger Subs are at that time in material breach of this Agreement. (e) Buyer, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if, between the date hereof and the Effective Time, there shall have occurred a Company Material Adverse Effect. (f) Buyer, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Requisite Stockholder Approval are not delivered to Buyer within three (3) hours after the execution and delivery of this Agreement by Buyer, Merger Subs, the Company and the Securityholders’ Representative.

Unilateral Termination. By First Star (a) Either Acquiror or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. (ib) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if there shall have been any material breach of any representation, warranty, covenant or other obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or Merger shall not have beenbeen consummated by midnight Pacific Time on December 31, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, 2003; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b10.2(b) unless the shall not be available to any party whose breach of the a representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted made under this Agreement by such covenant not party results in the failure of any condition set forth in Article 8 or Article 9 to consummate be fulfilled or satisfied on or before such date. (c) Either Acquiror or the transactions contemplated hereby under Section 6.01 Company may terminate this Agreement at any time prior to the Effective Time if (a) (in the case of other has committed a breach of representation (i) any of its representations and warranties under Article 3 or warranty Article 4, as applicable, or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall any of its covenants under Article 5 or Article 6, as applicable, and has not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of cured such occurrence shall be due to the failure of breach within ten business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to perform terminate this Agreement pursuant to this Section 10.2(c) (provided, however, that no such cure period shall be available or observe applicable to any such breach which by its agreements nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article 9 or Article 8, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 10.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if any required approval of the Company Shareholders approving the Merger and adopting this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly noticed and held meeting of shareholders (or at any adjournment thereof) within 30 days following the Agreement Date; provided, however, that the right to terminate this Agreement under this Section 10.2(d) shall not be performed available to the Company where the failure to obtain shareholder approval shall have been caused by the action or observed failure to act of the Company and such action or failure to act constitutes a breach by such party on the Company of this Agreement. (e) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) the Company's Board of Directors shall have for any reason recommended, endorsed, accepted or before agreed to an Alternative Transaction or shall have resolved to do any of the Closing Date; foregoing, (ii) the Company shall have materially breached or be deemed to have materially breached Section 5.7 (No Other Negotiations), (iii) if the Company shall have for any reason failed to call, convene and hold the Company Shareholders Meeting (or submit to the vote of the Company Shareholders at the Company Shareholders Meeting the approval of the Merger and adoption of this Agreement) within 30 days following the Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; Date, (iv) if final action has an inquiry, offer or proposal for an Alternative Transaction shall have been taken by a Regulatory Authority whose approval is required made and the Company's Board of Directors of the Company in connection with therewith, does not within five business days of such occurrence reconfirm its approval and recommendation of this Agreement and the Plan of Conversion and the transactions contemplated hereby and therebyreject such Alternative Transaction, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if the Company fails to timely make any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in payment due under Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein5.11(e).

Unilateral Termination. By First Star (a) Either Parent or NSB:the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final Order or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement; provided, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a party if the issuance of such nonappealable final Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement; (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) if there the Effective Time shall not have occurred on or before 11:59 P.M. Pacific time on the Termination Date or (ii) at the Stockholders' Meeting (or any adjournment or postponement thereof) the requisite vote of the stockholders of the Company in favor of the adoption of this Agreement shall not have been obtained; provided, that the right to terminate this Agreement pursuant to Section 8.2(b)(i) shall not be available to any Party whose breach of this Agreement has been the primary cause of, or primarily resulted in, the Merger not being consummated by such date; provided further, that the right to terminate this Agreement pursuant to this Section 8.2(b)(ii) shall not be available to the Company if (x) any Primary Stockholder is then in material breach of any representation, warranty, covenant of its obligations under the Voting Agreement or other obligation (y) if Company's breach of First Star, on this Agreement has been the one handprimary cause of, or NSBprimarily resulted in, on the other handfailure by the Company to obtain the requisite stockholder approval. (c) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the Effective Time if (i) Parent or Merger Sub shall have failed to comply in any Table of Contents material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by Parent or Merger Sub at or prior to the date of such notice and such failure is incapable of being cured by the Termination Date, or if curable, has not been cured or such condition has not been satisfied within ten (10) days after the receipt of notice thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.2(c)(i) shall not be available if the Company is then in material breach of any of its covenants, agreements, representations or warranties contained in this Agreement or if any Primary Stockholder is then in material breach of any of its obligations under the Voting Agreement; or (ii) the Company receives an unsolicited written Acquisition Proposal and the conditions described in clauses (x), (y) and (z) of Section 5.2(b) are met and prior to or concurrently with such termination, the Company pays the Termination Fee to Parent in accordance with Section 8.4. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if (i) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date of termination, which would result in any condition set forth in Section 7.1 not being satisfied, and such breach cannot befailure is incapable of being cured by the Termination Date, or shall if curable, has not have been, remedied been cured or such condition has not been satisfied within thirty (30) days after the receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, thereof; provided, however, that neither party Parent shall not have the right to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or warranty or covenant would entitle the party receiving such representation or warranty or benefitted by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii8.2(d)(i) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform Parent or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as Merger Sub is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representationof its covenants, warrantyagreements, covenant representations or warranties contained in this Agreement, (ii) the Board of Directors of the Company shall have withdrawn, modified or amended the Recommendations in a manner adverse to Parent or Merger Sub or failed to publicly reconfirm its Recommendations within ten (10) business days of receipt of a written request by Parent to provide such reaffirmation following an Acquisition Proposal, (iii) the Board of Directors of the Company shall have resolved or announced its intention to recommend to the Company Stockholders that they approve an Acquisition Proposal other agreement contained hereinthan the Merger, or (iv) if any Primary Stockholder is then in material breach of any of its voting obligations under the Voting Agreement. (e) Parent, by giving written notice to the Company, may terminate this Agreement on or after the date that is ten (10) business days after the satisfaction or waiver of all of the conditions to Parent's or Merger Sub's obligation to consummate the Merger set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing), if Parent or Merger Sub shall not have received the proceeds of the Debt Financing (other than as a result of Parent's or Merger Sub's breach of its obligations under this Agreement, including Section 6.6); provided that the termination under this Section 8.2(e) shall not be effective unless Parent pays the Parent Termination Fee within two (2) business days after such termination.

Unilateral Termination. By First Star Wxxxx or NSBSt. Jxxxx: (i) if there shall have been any material breach of any representation, warranty, covenant or other obligation of First StarWxxxx, on the one hand, or NSBSt. Jxxxx, on the other hand, and such breach cannot be, or shall not have been, remedied within thirty (30) days after receipt by such other party of notice in writing specifying the nature of such breach and requesting that it be remedied, ; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.01(b) unless the breach of the representation or representation, warranty or covenant would entitle the party receiving such representation or warranty or benefitted benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a6.01(a) (in the case of a breach of a representation or warranty or covenant by First StarWxxxx) or Section 6.02(a) (in the case of a breach of a representation or warranty or covenant by NSBSt. Jxxxx); (ii) if the Closing Date shall not have occurred prior to September 30November 14, 19992015, which date shall be subject to extension by mutual consent, unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and and/or (b) does not approve or objects to this Agreement (in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval of the Members of St. Jxxxx required for the consummation of the Conversion Merger shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of Members, or at any adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Article IX thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vivii) in the any event that any of the conditions precedent to the obligations of First StarWxxxx, on the one hand, or NSBSt. Jxxxx, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein).