Common use of Termination Clause in Contracts

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by Parent, Acquisition or the Company, if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e).

Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of this Agreement and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: (a) by the mutual written consent duly authorized by the Boards of Directors of the Company and Parentparties to this Agreement; (b) by Parenteither the Company or UBID, Acquisition by written notice to the other if, for any reason, the Closing has not occurred prior to the close of business on or the Companybefore October 31, if 2018; provided, however, that (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under pursuant to this Section 8.01(b7.1(b) shall not be available to any the Company or UBID, as applicable, if the party whose failure seeking to fulfill any obligation under this terminate the Agreement has been is responsible for the cause of delay; (c) by either the Company or resulted in UBID, by written notice to the failure of the Effective Time to occur on or before such date)other, (ii) if any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, judgment or decree or ruling or taken any (other action than a temporary restraining order) restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling judgment or other action decree shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by at the election of the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy UBID has materially breached any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement contained in this Agreement, which breach has not been cured on or before thirty (30) Business Days following delivery of written notice of such breach by the part Company to UBID; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(d) (A) shall not be available to the Company if the Company at such time, is in material breach of Company any representation, warranty, covenant or agreement set forth in this Agreement, or (B) if the Company or its counsel is not satisfied with the financial, business or legal due diligence investigation of UBID or any representation item or warranty issue that is discovered in the course of such investigation as determined by the Company shall have become untrueor its counsel in its sole and absolute discretion; and (e) at the election of UBID, if the Company has materially breached any representation, warranty, covenant or agreement contained in either casethis Agreement, which breach has not been cured on or before thirty (30) Business Days following delivery of written notice to the Company of such breach by UBID; provided, however, that the condition right to terminate this Agreement pursuant to this Section 7.1(e) shall not be available to UBID if UBID, at such time, is in material breach of any representation, warranty, covenant or agreement set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)Agreement.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after the requisite approvals of the stockholders of Company or Parent: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Parent and ParentCompany; (b) by Parent, Acquisition either Company or Parent if the Company, if (i) the Effective Time Merger shall not have occurred on or before December 15been consummated by August 27, 1995 (provided 1999 for any reason; provided, however, that the right to terminate this Agreement under this Section 8.01(b7.1(b) shall not be available to any party whose action or failure to fulfill any obligation under this Agreement act has been the a principal cause of or resulted in the failure of the Effective Time Merger to occur on or before such date), date and such action or failure to act constitutes a breach of this Agreement; (iic) any court of competent jurisdiction in the United States by either Company or other United States governmental authority Parent if a Governmental Entity shall have issued an order, decree or ruling or taken any other action action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger and such Merger, which order, decree, ruling or other action shall have become is final and nonappealable, ; (d) by either Company or (iii) any Parent if the required approval of the Trigger Events described in stockholders of Company contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at a meeting of Company stockholders duly convened therefor or at any adjournment thereof; (provided, however, that the right to terminate this Agreement under this Section 8.03 hereof 7.1(d) shall not be available to Company where the failure to obtain Company stockholder approval shall have been caused by the action or failure to act of Company and such action or failure to act constitutes a breach by Company of this Agreement); (e) by Parent if a Triggering Event (as defined below) shall have occurred; (cf) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, or if any representation or warranty of Parent shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) or Section 6.2(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, provided, that if such inaccuracy in Parent's representations and warranties or breach by Parent is curable by Parent through the exercise of its commercially reasonable efforts, then Company may not terminate this Agreement under this Section 7.1(f) for thirty (30) days after delivery of written notice from Company to Parent of such breach, provided Parent continues to exercise commercially reasonable efforts to cure such breach (it being understood that Company may not terminate this Agreement pursuant to this paragraph (f) if it shall have materially breached this Agreement or if such breach by Parent is cured during such thirty day period); or 48 (g) by Parent, upon a breach of any representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, case such that the condition conditions set forth in Section 7.03 hereof 6.3(a) or Section 6.3(b) would not be incapable satisfied as of being satisfied on or before December 15, 1995 (the time of such breach or as otherwise extendedof the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Parent may not terminate this Agreement under this Section 7.1(g) for thirty days after delivery of written notice from Parent to Company of such breach, provided Company continues to exercise commercially reasonable efforts to cure such breach (it being understood that Parent may not terminate this Agreement pursuant to this paragraph (g) if it shall have materially breached this Agreement or if such breach by Company is cured during such thirty day period); provided that, in any case. For the purposes of this Agreement, a willful breach "Triggering Event" shall be deemed to cause have occurred if: (i) the Board of Directors of Company or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its unanimous recommendation in favor of, the adoption and approval of the Agreement or the approval of the Merger; (ii) Company shall have failed to include in the Proxy Statement/Prospectus the unanimous recommendation of the Board of Directors of Company in favor of the adoption and approval of the Agreement and the approval of the Merger; (iii) Board of Directors of Company fails to reaffirm its unanimous recommendation in favor of the adoption and approval of the Agreement and the approval of the Merger within five (5) business days after Parent requests in writing that such conditions recommendation be reaffirmed at any time following the announcement of an Acquisition Proposal; (iv) the Board of Directors of Company or any committee thereof shall have approved or recommended any Acquisition Proposal; (v) Company shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Acquisition Proposal; or (vi) a tender or exchange offer relating to be incapable securities of being satisfied for purposes Company shall have been commenced by a Person unaffiliated with Parent and Company shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published sent or given, a statement disclosing that Company recommends rejection of this Section 8.01(e)such tender or exchange offer.

Termination. This Agreement may be terminated terminated, and the Merger ----------- contemplated hereby may be abandoned abandoned, at any time prior to the Effective Time, by written noticeaction taken or authorized by its Board of Directors in the case that Parent is the terminating party, notwithstanding or the Receiver in the case that the Company is the terminating party, whether before or after approval thereof of the matters presented in connection with the Merger by the stockholders of the Company: Section 7.1.1 By mutual written consent of Parent by action of its Board of Directors, but and the Company by action of the Receiver; Section 7.1.2 By either the Company or Parent if the Merger shall not have been consummated prior to April 23, 2004; provided, however, that such date may, from time to time, be extended by Parent (by written notice thereof to the Company) for successive thirty-day periods (each such thirty-date period, an “Extension Period”); provided that Parent shall have given written notice to the Company no later than the day on which the then-current Extension Period is to expire (and in the case of the initial Extension Period, on or prior to April 23, 2004), in the event all conditions to effect the Merger other than those set forth in Section 6.1.2 and Section 6.1.3 (the “Regulatory Conditions”) have been or are capable of being satisfied at the time of any such Extension Period and the Regulatory Conditions have been or are reasonably capable of being satisfied on or prior to the Effective Time: (a) by mutual written consent duly authorized by the Boards of Directors end of the Company and Parent; then-current Extension Period (b) by Parentsuch earlier date, Acquisition or as it may be so extended, shall be referred to herein as the Company, if (i) the Effective Time shall not have occurred on or before December 15, 1995 (“Outside Date”); provided further that the right to terminate this Agreement under this Section 8.01(b) 7.1.2 shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Merger to occur on or before such date), (ii) ; Section 7.1.3 By either the Company or Parent if any court of competent jurisdiction in the United States or other United States governmental authority Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement, any Ancillary Agreement or any Stockholder Related Agreement, and such order, decree, ruling or other action shall have become final and nonappealablenonappealable (which order, decree, ruling or other action the parties shall have used their reasonable best efforts to resist, resolve or lift, as applicable, subject to the provisions of Section 5.7); Section 7.1.4 By either Parent or the Company if the approval by the stockholders of the Company required for the consummation of the Merger or the other transactions contemplated hereby or thereby shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or at any adjournment thereof; Section 7.1.5 By Parent if (A) the Receiver shall have withdrawn, or (iii) any adversely modified, or failed upon Parent’s request to reconfirm its recommendation of the Trigger Events described in Section 8.03 hereof Merger or this Agreement (or determined to do so), (B) the Receiver shall have occurred; determined to recommend to the stockholders of the Company that they approve an Acquisition Proposal other than that contemplated by this Agreement or shall have determined to accept a Superior Proposal, (cC) a tender offer or exchange offer that, if successful, would result in any person or group becoming a beneficial owner of 20% or more of the outstanding shares of Company Common Stock or Company Series B Preferred Stock, is commenced (other than by Parent or Acquisition, if due an affiliate of Parent) and the Receiver fails to an occurrence or circumstance which would result in a failure to satisfy any recommend that the stockholders of the conditions set forth Company not tender their shares in Annex A heretosuch tender or exchange offer, Parent (D) for any reason the Company fails to call or hold the Company Stockholders’ Meeting by the Outside Date or (E) the Company shall have (i) failed furnished or caused to commence the Offer on be furnished confidential information or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereofdata, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth engaged in Section 7.01(d) hereof negotiations or discussions with another person pursuant to the Offer within 60 days following the commencement clauses (x) or (y) of the Offerproviso to Section 5.6.1; (d) by Section 7.1.6 By the Company, if (i) due the Receiver determines to an occurrence or circumstance that would result in accept a failure to satisfy any of Superior Proposal, but only after the conditions set forth in Annex A hereto or otherwise, Parent shall have Company (A) holds the Company Stockholders’ Meeting and has failed to commence obtain the Offer on or before September 12stockholder approval required for consummation of the Merger and the other transactions contemplated hereby, 1995, and (B) terminated fulfills its obligations under Section 7.2 hereof upon such termination (provided that the Offer or Company’s right to terminate this Agreement under this Section 7.1.6 shall not be available if the Offer Company is then in breach of Section 5.6.1. Section 7.1.7 By Parent, if since the date of this Agreement, there shall have expired without been any event, development or change of circumstance that constitutes, has had or could reasonably be expected to have, individually or in the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(daggregate, a Company Material Adverse Effect and such Company Material Adverse Effect is not cured within 10 days after written notice thereof or if (A)(1) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent there shall have failed to accept for payment be breached any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company a party other than Parent or Merger Sub set forth in this Agreement, any Ancillary Agreement or if any Stockholder Related Agreement, (2) any representation or warranty of Company a party other than Parent or Merger Sub set forth in this Agreement, any Ancillary Agreement or any Stockholder Related Agreement that is qualified as to materiality or Material Adverse Effect shall have become untrueuntrue or (3) any representation or warranty of a party other than Parent or Merger Sub set forth in this Agreement, any Ancillary Agreement or any Stockholder Related Agreement that is not so qualified shall have become untrue in either caseany material respect, (B) such that breach or misrepresentation is not cured within 10 days after written notice thereof and (C) such breach of misrepresentation would cause the condition conditions set forth in Section 7.03 hereof would 6.2.1 or Section 6.2.2 not to be incapable of being satisfied on or before December 15, 1995 (or as otherwise extendeda “Terminating Company Breach”); provided thator Section 7.1.8 By the Company, if (A)(1) Parent has breached any covenant or agreement on the part of Parent or Merger Sub set forth in this Agreement or any Ancillary Agreement, (2) any representation or warranty of Parent or Merger Sub that is qualified as to materiality or Material Adverse Effect shall have become untrue or (3) any representation or warranty of Parent or Merger Sub that is not so qualified shall have become untrue in any casematerial respect, a willful (B) such breach shall be deemed to or misrepresentation is not cured within 10 days after written notice thereof and (C) such breach or misrepresentation would cause such the conditions set forth in Section 6.3.1 or Section 6.3.2 not to be incapable of being satisfied for purposes of this Section 8.01(e(a “Terminating Parent Breach”).

Termination. This Agreement may be terminated and the Merger ----------- Mergers and the other Transactions may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Company Merger Effective Time, whether (except as expressly set forth below) before or after the Firefly Stockholder Approval or the Ohm Stockholder Approval has been obtained: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Firefly and ParentOhm; (b) by Parent, Acquisition either Firefly or the Company, if Ohm: (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to if any party whose failure to fulfill Governmental Entity having jurisdiction over any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Party shall have issued an any order, decree decree, ruling or ruling injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger consummation of any of the Mergers and such order, decree, ruling or injunction or other action shall have become final and nonappealable, or if there shall be adopted any Law that permanently makes consummation of any of the Mergers illegal or otherwise permanently prohibited; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to any Party whose failure to fulfill any covenant or agreement under this Agreement has been the primary cause of or resulted in the action or event described in this Section 8.1(b)(i) occurring; (ii) if the Mergers shall not have been consummated on or before 5:00 p.m. Houston, Texas time, on October 7, 2022 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any Party whose failure to fulfill any covenant or agreement under this Agreement has been the primary cause of or resulted in the failure of the Mergers to occur on or before such date; (iii) in the event of a breach by the other Party of any representation, warranty, covenant or other agreement contained in this Agreement which would give rise to the failure of a condition set forth in Section 7.2(a) or 7.2(b) or Section 7.3(a) or 7.3(b), as applicable, if it was continuing as of the Trigger Events described Closing (and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured by the earlier of (i) thirty (30) days after the giving of written notice to the breaching Party of such breach and (ii) two (2) Business Days prior to the Outside Date) (a “Terminable Breach”); provided, however, that the terminating Party is not then in Section 8.03 hereof Terminable Breach of any representation, warranty, covenant or other agreement contained in this Agreement; (iv) if (A) the Firefly Stockholder Approval shall not have occurredbeen obtained upon a vote held at a duly held Firefly Stockholders Meeting, or (B) the Ohm Stockholder Approval shall not have been obtained upon a vote at a duly held Ohm Stockholders Meeting; (c) by Parent or AcquisitionOhm, prior to, but not after, the time the Firefly Stockholder Approval is obtained, if due to an occurrence the Firefly Board or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent committee thereof shall have effected a Firefly Change of Recommendation (i) failed to commence the Offer on whether or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase not such Firefly Change of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer;Recommendation is permitted by this Agreement); and (d) by Firefly, prior to, but not after, the Companytime the Ohm Stockholder Approval is obtained, if (i) due to an occurrence the Ohm Board or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent committee thereof shall have effected an Ohm Change of Recommendation (A) failed to commence the Offer on whether or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase not such Ohm Change of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) Recommendation is permitted by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e).

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing solely: (a) by mutual written consent duly authorized by of Buyer and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either Buyer or the Company, Company if (i) the Effective Time Closing shall not have occurred on or before December 15by April 30, 1995 2020 (the “Termination Date”); provided that a party seeking to exercise a termination right (the right “Exercising Party”) pursuant to terminate this Agreement under this Section 8.01(b7.1(b) shall not be available to any party whose have such right if the Exercising Party’s action or failure to fulfill any obligation under this Agreement the Transaction Documents has been the principal cause of of, or resulted in in, the failure of the Effective Time Closing to occur on or before have occurred by such date); (c) by either Buyer or the Company, (ii) any if a court of competent jurisdiction in the United States or other United States governmental authority Governmental Authority shall have issued an a final, non-appealable order, decree or ruling or taken any other action restrainingaction, enjoining or there shall exist any Law, in each case preventing or otherwise prohibiting the Merger and such order, decree, ruling Closing or other action shall have become final and nonappealable, or (iii) any that otherwise has the effect of making the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer Closing or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offertransactions contemplated thereby illegal; (d) by the CompanyBuyer (if it is not in material breach of its representations, warranties, covenants and obligations under this Agreement) if (i) due to an occurrence or circumstance that would result in there has been a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offerbreach of, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment inaccuracy in, any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on of the part of Company set forth in this Agreementherein or a breach of any Voting Agreement by any party thereto, which breach or if inaccuracy would cause any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof 6.1 not to be satisfied if it remained uncured as of the Termination Date (and such breach or inaccuracy has not been cured or such condition has not been satisfied within twenty (20) Business Days after the Company’s receipt of written notice thereof); (e) by the Company (if it is not in material breach of its representations, warranties, covenants and obligations under this Agreement) if there has been a breach of, or inaccuracy in, any representation, warranty, covenant or agreement of Buyer set forth herein, which breach or inaccuracy would cause any condition set forth in Section 6.2 not to be incapable satisfied if it remained uncured as of the Termination Date (and such breach or inaccuracy has not been cured or such condition has not been satisfied within twenty (20) Business Days after Buyer’s receipt of written notice thereof); (f) by the Company, at any time prior to the receipt of the Requisite Stockholder Approval, in the event that (i) the Company shall have received a Superior Proposal, (ii) the Company Board shall have determined to terminate this Agreement or effected or resolved to effect a Company Board Recommendation Change relating to such Superior Proposal in accordance with the terms set forth in Section 4.7(c), (iii) the Company shall have complied with all of its obligations under Section 4.7(c), (iv) the Company enters into, concurrently with the termination of this Agreement, a definitive written agreement providing for the consummation of a Superior Proposal, and (v) the Company pays Buyer the Termination Fee to Buyer pursuant to Section 7.2; or (g) by Buyer, in the event that (i) a Company Board Recommendation Change shall have occurred, (ii) a tender or exchange offer that if consummated would result in any Person or group (as defined under Section 13(d) of the Securities Exchange Act and the rules and regulations thereunder) beneficially owning more than fifteen percent (15%) of the outstanding voting securities of the Company shall have been commenced by a Person who is not an Affiliate or representative of Buyer and the Company shall not have publicly announced, within ten (10) Business Days after the commencement of such tender or exchange offer, that the Company recommends rejection of such tender or exchange offer, (iii) the Company effects a Company Board Recommendation Change for the consummation of a Superior Proposal, (iv) the Company Board or any committee thereof shall have failed to reaffirm the Company Board Recommendation within 10 Business Days after the receipt of a written request to do so from Buyer following an Acquisition Proposal (provided, that Buyer may only make such request once with respect to any one Acquisition Proposal (provided, further, that each time an Acquisition Proposal is amended or modified, Buyer shall be entitled to make a new request)) or (v) the Company shall have committed a material breach of its obligations under Section 4.6, which breach, if capable of being satisfied on or before December 15cured, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed has not been cured within five days after Buyer has given written notice to cause the Company of such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)breach.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after receipt of the Requisite Shareholder Approval (except as provided below), only as follows: (a) by mutual written consent duly authorized by the Boards agreement of Directors of Parent and the Company and Parentby action of their respective boards of directors; (b) by Parent, Acquisition either Parent or the Company, if the Company Shareholders’ Meeting shall have been held and the Requisite Shareholder Approval shall not have been obtained; (c) by either Parent or the Company, if any Governmental Entity of competent jurisdiction shall have, after the date of this Agreement (i) enacted, promulgated or issued any Law which has the Effective Time shall not have occurred on effect of permanently prohibiting, making illegal or before December 15otherwise permanently preventing the consummation of the Merger; or (ii) issued or granted any final and nonappealable Order that has the effect of permanently prohibiting, 1995 (provided making illegal or otherwise permanently preventing the consummation of the Merger; provided, however, that the right to terminate this Agreement under pursuant to this Section 8.01(b8.1(c) shall not be available to any party Party whose action or failure to fulfill any obligation under this Agreement has been the principal cause of the enactment, promulgation or resulted issuance of such Law or the issuance or entry of such final and nonappealable Order; (d) by either Parent or the Company, if the Effective Time shall not have occurred on or prior to July 29, 2020 (as it may be extended pursuant to this Section 8.1(d), the “Termination Date”), provided, however, that if, as of July 29, 2020 any of the Regulatory Approvals shall not have been obtained but all other conditions to Closing set forth in Article VII shall have been satisfied or waived or by their terms cannot be satisfied until immediately prior to the Closing (but which conditions would be satisfied if the Closing Date were July 29, 2020), the Termination Date shall be extended to October 29, 2020; provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to any Party whose action or failure to fulfill any obligation under this Agreement has been the principal cause of the failure of the Effective Time to occur have occurred on or before such date), (ii) any court of competent jurisdiction in prior to the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurredTermination Date; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (de) by the Company, if in the event of a breach of (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Parent or Merger Sub set forth in this Agreement or (ii) any of the representations and warranties of Parent and Merger Sub set forth in this Agreement, in either case which breach would result in a condition set forth in Section 7.3(a) or Section 7.3(b) not to be satisfied and which breach is (A) incapable of being cured by Parent or Merger Sub, as applicable, prior to the Termination Date or (B) if curable, has not been cured by Parent or Merger Sub, as applicable, by the earlier of (1) the Termination Date; and (2) the date that is 30 days following the Company’s delivery of written notice to Parent of such breach; provided, however, that the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.1(e) if the Company is then in breach of any of its obligations under this Agreement so as to result in the failure of the conditions set forth in Section 7.2(a) or Section 7.2(b); (f) by Parent: (i) in the event of a breach of (A) any covenant or agreement on the part of the Company set forth in this Agreement or (B) any of the representations and warranties of the Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the case which breach would result in a condition set forth in Section 7.03 hereof would 7.2(a) or Section 7.2(b) not to be satisfied and which breach is (x) incapable of being satisfied on cured by the Company prior to the Termination Date or before December 15(y) if curable, 1995 has not been cured by the Company by the earlier of (1) the Termination Date; and (2) the date that is 30 days following Parent’s delivery of written notice to the Company of such breach; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this Section 8.1(f)(i) if Parent or Merger Sub is then in breach of any of its obligations under this Agreement so as otherwise extendedto result in the failure of the conditions set forth in Section 7.3(a) or Section 7.3(b); or (ii) prior to the receipt of the Requisite Shareholder Approval in the event that a Triggering Event shall have occurred; or (g) prior to the receipt of the Requisite Shareholder Approval, by the Company in order to enter into a definitive agreement with respect to a Superior Proposal in accordance with Section 6.2(a); provided thatthat substantially concurrently with the termination of this Agreement, in any casethe Company pays Parent, a willful breach shall be deemed to cause such conditions or causes Parent to be incapable of being satisfied for purposes of this paid, the Termination Fee Amount in accordance with Section 8.01(e8.3(b)(ii).

Termination. This Agreement may be terminated and the Merger ----------- contemplated hereby may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, notwithstanding adoption thereof by the Stockholders: (a) by mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition Parent or the Company, Company if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Governmental Entity having jurisdiction over the Company shall have issued an a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to the party seeking to terminate if such party or (iii) any of the Trigger Events described in its Subsidiaries has failed to take such actions with respect thereto as are required to comply with Section 8.03 hereof shall have occurred6.8; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent Merger shall not have (i) failed to commence the Offer been consummated on or before September 1215, 19952008 (the “Parent Termination Date”), or by the Company if the Merger shall not have been consummated on or before September 30, 2008 (iithe “Company Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) terminated shall not be available to the Offer party seeking to terminate if any action of such party or any of its Subsidiaries or the Offer shall have expired without failure of such party or any of its Subsidiaries to perform any of its obligations under this Agreement required to be performed at or prior to the purchase of Shares sufficient to satisfy Effective Time has been the condition set forth in Section 7.01(d) hereofcause of, or (iii) failed to accept for payment Shares sufficient to satisfy resulted in, the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement failure of the OfferEffective Time to occur on or before the Parent Termination Date or the Company Termination Date, as applicable; (d) by the Company, Company if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent there shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth Parent or Merger Sub contained in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, Agreement such that the any condition set forth in subsection (a) or (b) of Section 7.03 hereof 7.3 would not be incapable satisfied and, in either such case, such breach is not curable or shall not have been cured prior to the earlier of being satisfied on or before December 15, 1995 (or as otherwise extended)A) ten (10) Business Days following written notice of such breach to Parent and (B) the Company Termination Date; provided thatthat the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if the Company is then in material breach of any of its covenants or agreements contained in this Agreement; (e) by Parent if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Company contained in this Agreement such that any condition set forth in subsection (a) or (b) of Section 7.2 would not be satisfied and, in any either such case, a willful such breach is not curable or shall be deemed not have been cured prior to cause the earlier of (A) ten (10) Business Days following written notice of such conditions breach to be incapable of being satisfied for purposes of the Company and (B) the Parent Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(e)8.1(e) if Parent or Merger Sub is then in material breach of any of its covenants or agreements contained in this Agreement; or (f) by Parent at any time prior to the date and time that the Company Requisite Vote is obtained and a copy of the written consent is delivered to Parent.

Termination. This Agreement may be terminated and the Merger ----------- and other transactions contemplated hereby may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time:, whether before or after the Company Stockholders’ Approval (with any termination by Parent also being an effective termination by Merger Sub): (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by Parent, Acquisition either Parent or the CompanyCompany if any Governmental Authority of competent jurisdiction shall have issued a final and non-appealable order, decree, judgment, injunction or ruling or taken any other final and non-appealable action enjoining, restraining or otherwise prohibiting the consummation of the Merger; provided that the party seeking to terminate this Agreement shall have used its reasonable best efforts to have such order, decree, judgment, injunction or ruling lifted if and to the extent required by Section 6.3; (ic) by either Parent or the Effective Time Company if the Merger shall not have occurred been consummated on or before December 15September 30, 1995 2011 (provided the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b8.1(c) shall not be available to any party whose if the failure of such party to fulfill perform any obligation of its obligations under this Agreement has been the a principal cause of or resulted in the failure of the Effective Time Merger to occur be consummated on or before such date); (d) by Parent, (ii) any court of competent jurisdiction in the United States event of a material breach by the Company of any representation, warranty, covenant or other United States governmental authority shall have issued an orderagreement contained herein, decree or ruling if a representation or taken any other action restraining, enjoining or otherwise prohibiting warranty of the Merger and such order, decree, ruling or other action Company shall have become final and nonappealableuntrue or inaccurate after the date of this Agreement, or which situation in either case (iiii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the a condition set forth in Section 7.01(d7.2(a) hereofor Section 7.2(b), and (ii) has not been or cannot reasonably be expected to be cured by the Termination Date; (e) by the Company, in the event of a material breach by Parent or Merger Sub, as the case may be, of any representation, warranty, covenant or other agreement contained herein, or if a representation or warranty of Parent or Merger Sub, as the case may be, shall have become untrue or inaccurate after the date of this Agreement, which situation in either case (iiii) failed to accept for payment Shares sufficient to satisfy the would result in a failure of a condition set forth in Section 7.01(d7.3(a) hereof pursuant or Section 7.3(b), and (ii) has not been or cannot reasonably be expected to be cured by the Offer within 60 days following the commencement of the OfferTermination Date; (df) by either Parent or the Company if the Company Stockholders or Parent Stockholders, respectively, shall have failed to approve the matters presented thereto pursuant to this Agreement at the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as applicable, or at any adjournment or postponement thereof; provided, however, that no party may terminate this Agreement pursuant to this Section 8.1(f) if such party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that caused the failure to obtain the Company Stockholders’ Approval at the Company Stockholders’ Meeting or the Parent Stockholders’ Approval at the Parent Stockholders’ Meeting, as applicable, or at any adjournment or postponement thereof; (g) by Parent, if (i) the Company Board shall have failed to include the Company Recommendation in the Joint Proxy Statement or publicly announced or proposed an intent to fail to do so, (ii) the Company Board or any committee thereof shall have made a Company Adverse Recommendation Change or publicly announced or proposed an intent to do so or (iii) the Company shall have entered into, or the Company Board shall have authorized or approved or proposed to authorize or approve, any Contract with respect to a Company Acquisition Proposal (other than any confidentiality agreement permitted by Section 6.4(c)); (h) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent Board shall have failed to accept for payment include the Parent Recommendation in the Joint Proxy Statement or publicly announced or proposed an intent to fail to do so, (ii) the Parent Board or any Shares validly tendered committee thereof shall have made a Parent Adverse Recommendation Change or publicly announced or proposed an intent to do so or (iii) Parent shall have entered into, or the Parent Board shall have authorized or approved or proposed to authorize or approve, any Contract with respect to a Parent Acquisition Proposal (other than any confidentiality agreement permitted by Section 6.5(c)); (i) by the Company in order to enter into a definitive agreement with respect to a Company Superior Proposal in accordance with the terms of Section 6.4(e), but only if the Company (i) is not in material breach of Section 6.4 and not withdrawn(ii) shall concurrently with, and as a condition to, such termination pay the Termination Amount to Parent in accordance with Section 8.2(c)(ii) and Section 8.2(d); or (ej) by Parent or Acquisitionin order to enter into a definitive agreement with respect to a Parent Superior Proposal in accordance with the terms of Section 6.5(e), upon a but only if Parent (i) is not in material breach of any material representationSection 6.5 and (ii) shall concurrently with, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either caseand as a condition to, such that termination pay the condition set forth Parent Termination Amount to the Company in accordance with Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this 8.2(c)(iv) and Section 8.01(e8.2(d).

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing solely: (a) by mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either Parent or the Company, Company if (i) the Effective Time Closing shall not have occurred on or before December 15by the Termination Date; provided, 1995 (provided however, that the right to terminate this Agreement under this Section 8.01(b8.1(b) shall not be available to any party Party whose failure (or with respect to Parent, Merger Sub’s failure) to fulfill any representation, warranty, covenant or obligation under this Agreement or other action has been the cause of of, or resulted in in, the failure of the Effective Time Closing to occur on or before such date)the Termination Date; (c) by either Parent or the Company, (ii) if any court of Governmental Authority having competent jurisdiction in the United States or other United States governmental authority shall have issued an a final, non-appealable order, decree or ruling ruling, or taken there shall exist any Law, in each case that permanently prohibits, makes illegal, enjoins or prevents the consummation of the Transactions; provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party whose failure (or with respect to Parent, Merger Sub’s failure) to fulfill any representation, warranty, covenant or obligation under this Agreement or other action restraininghas been the cause of, enjoining or otherwise prohibiting the Merger and resulted in, such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the OfferLaw; (d) by either Parent or the Company, if the Parent Equity Holder Meeting has been held (i) due to an occurrence including any adjournment or circumstance that would result in a failure to satisfy any of postponement thereof permitted by Section 5.10(f)), has concluded, Parent’s Equity Holders have duly voted, and the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have Equity Holders’ Approval has not been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orobtained; (e) by Parent or Acquisition(if neither it nor Merger Sub is in material breach of their respective representations, upon warranties, covenants and obligations under this Agreement) if there has been a breach of of, or inaccuracy in, any material representation, warranty, covenant or agreement on of the part of Company set forth in this Agreement, which breach or if inaccuracy would cause any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof 7.2(a) or 7.2(b) not to be satisfied if it remained uncured as of the Termination Date (and such breach or inaccuracy has not been cured or such condition has not been satisfied within thirty (30) Business Days after the receipt by the Company of written notice thereof from Parent); (f) by the Company (if it is not in material breach of its representations, warranties, covenants and obligations under this Agreement) if there has been a breach of, or inaccuracy in, any representation, warranty, covenant or agreement of Parent or Merger Sub set forth in this Agreement, which breach or inaccuracy would cause any condition set forth in Section 7.3(a) or 7.3(b) not to be incapable satisfied if it remained uncured as of being the Termination Date (and such breach or inaccuracy has not been cured or such condition has not been satisfied on or before December 15, 1995 within thirty (or as otherwise extended30) Business Days after the receipt by Parent of written notice thereof from the Company); provided that, or (g) by the Company if (i) all of the conditions set forth in any case, a willful breach shall be deemed to cause such Section 7.1 and Section 7.2 have been satisfied or waived (other than conditions that by their terms or nature are to be incapable satisfied at the Closing) on the date that the Closing should have been consummated in accordance with Section 1.2, (ii) the Company has irrevocably confirmed by written notice to Parent and Merger Sub that all of being the conditions set forth in Section 7.3 have been satisfied for purposes (other than Sections 7.3(c) and (d) and conditions that by their terms or nature are to be satisfied at the Closing) or that it is willing to waive any such unsatisfied conditions (other than Sections 7.3(c) and (d)) and that the Company is ready, willing and able to consummate the Closing and (iii) Parent and Merger Sub have failed to consummate the Transactions by the earlier of this the day that is (x) thirty (30) Business Days after the day the Closing is required to occur pursuant to Section 8.01(e)1.2 or (y) five (5) Business Days prior to the Termination Date.

Termination. This Agreement may be terminated and the Merger ----------- Transactions may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time:, whether before or after Stockholder Approval, (a) by mutual written consent duly authorized by of Parent, Merger Sub and the Boards of Directors Company (with respect to the Company, only with the approval of the Company and ParentSpecial Committee); (b) by Parent, Acquisition either Parent or the Company by action of its board of directors (with respect to the Company, if only with the approval of the Special Committee): (i) if Parent has not accepted Public Shares for payment pursuant to the Effective Time shall not have occurred Offer on or before December 155 p.m. New York City time on the Outside Date; (ii) if any Order permanently enjoining, 1995 restraining or otherwise prohibiting the Merger exists and such Order shall have become final and nonappealable or (provided iii) if the Offer shall have terminated or expired in accordance with its terms without Parent having purchased any Public Shares pursuant to the Offer; provided, that the right to terminate this Agreement under pursuant to this Section 8.01(b8.1(b) shall not be available to any party whose failure to fulfill any obligation that has breached its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of or resulted in the failure occurrence of the Effective Time event which gave rise to occur on or before such datethe termination right under this Section 8.1(b), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or AcquisitionParent, if due to an occurrence the Company Board or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent Special Committee shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth made a Change in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the OfferRecommendation; (d) by the CompanyParent, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have there has been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on made by the part of Company set forth in this Agreement, or if any such representation or warranty of Company shall have become untrueuntrue or incorrect on any date subsequent to the date of this Agreement, in either caseeach case in a manner that would: (i) if such breach or failure to be true and correct occurs prior to the expiration of the Offer, cause any condition in Exhibit 1 or Article VII hereto not to be satisfied and such breach or failure to be true or correct is not curable or, if curable, has not been cured before 5:00 p.m. New York City time on the 30th day after written notice thereof has been given by Parent to the Company, or (ii) if such breach occurs after the Acceptance Time but prior to the expiration of the Tail Period, cause any condition in Article VII hereto not to be satisfied and such breach or failure to be true or correct is not curable or, if curable, has not been cured before 5:00 p.m. New York City time on the 30th day after written notice thereof has been given by Parent to the Company; provided, however, that Parent shall not have the condition set forth right to terminate this Agreement pursuant to this Section 8.1(d) if the Parent is the primary cause of the breach by the Company giving rise to Parent’s right to terminate this Agreement pursuant to Section 8.1(d) or its inability to cure such breach. (e) by the Company (only with the approval of the Special Committee), if there has been a breach of any representation, warranty, covenant or agreement made by Parent or Merger Sub in Section 7.03 hereof would be incapable this Agreement, or any such representation or warranty shall have become untrue or incorrect on any date subsequent to the date of being satisfied on or before December 15, 1995 (or as otherwise extended); provided thatthis Agreement, in any caseeach case in a manner that (i) if such breach occurs prior to the expiration of the Offer, a willful would, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer and such breach shall be deemed to cause such conditions or failure to be incapable true or correct is not curable or, if curable, has not been cured before 5:00 p.m. New York City time on the 30th day after written notice thereof has been given by the Company to Parent, or (ii) if such breach or failure to be true occurs after the Acceptance Time but prior to the expiration of being satisfied the Tail Period, would, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of Parent and Merger Sub to consummate the Merger and such breach or failure to be true or correct is not curable or, if curable, has not been cured before 5:00 p.m. New York City time on the 30th day after written notice thereof has been given by the Company to Parent. (f) by Parent or the Company (with respect to the Company, only with the approval of the Special Committee), at any time after the expiration of the Tail Period, whether or not Parent has previously accepted Public Shares for purposes of this Section 8.01(e)payment pursuant to the Offer.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, (notwithstanding approval thereof by the stockholders of the Company, but Requisite Company Vote) prior to the Effective TimeTime (with any termination by Parent also being an effective termination by Merger Sub) by: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) either the Company or Parent upon any Restraint permanently restraining, enjoining or otherwise prohibiting consummation of the Merger becoming final and non-appealable; provided, however, that no party hereto shall have such right to terminate pursuant to this Section 8.1(b) unless, prior to such termination, such party shall have used its reasonable best efforts to oppose any such Restraint or to have such Restraint vacated or made inapplicable to the Merger; (c) Parent or the Company if the Merger shall have not been consummated by the date that is 9 months after the Effective Date (the "Outside Date"), whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a), provided that neither Parent nor the Company may exercise such right to terminate this Agreement if such party is in material breach of the provisions hereof at such time; (d) either the Company or Parent, Acquisition if the Stockholders Meeting (including any adjournments or postponements thereof) shall have been convened and a vote to approve this Agreement shall have been taken thereat and the adoption of this Agreement by the Requisite Company Vote shall not have been obtained (and shall not have been obtained at any adjournments or postponements thereof); (e) the Company, if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Parent or Merger Sub which breach, either individually or in the aggregate, would reasonably be expected to result in the failure of the conditions set forth in Section 7.3 to be satisfied and which is not cured within the earlier of (i) the Effective Time Outside Date and (ii) 30 days following written notice to Parent from the Company, or which by its nature or timing cannot be cured within such time period; provided that the Company shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under pursuant to this Section 8.01(b8.1(e) if it is then in material breach of any of its covenants or agreements or representations and warranties contained in this Agreement; (f) Parent, if there shall not be available to have been a breach of any party whose failure to fulfill of the covenants or agreements or any obligation under of the representations or warranties set forth in this Agreement has been on the cause part of the Company, which breach, either individually or resulted in the aggregate, would reasonably be expected to result in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have Section 7.2 to be satisfied and which is not cured within the earlier of (i) failed to commence the Offer on or before September 12, 1995, Outside Date and (ii) terminated 30 days following written notice to the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereofCompany from Parent, or (iii) failed which by its nature or timing cannot be cured within such time period; provided that Parent shall not have the right to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof terminate this Agreement pursuant to the Offer within 60 days following the commencement this Section 8.1(f) if Parent or Merger Sub is then in material breach of the Offerany of its covenants or agreements or representations and warranties contained in this Agreement; (dg) by the CompanyParent, if (i) due to an occurrence a Change of Company Recommendation shall have occurred; (ii) the board of directors of the Company withholds, withdraws, qualifies, modifies or circumstance that would result amends the Company Recommendation in a failure manner adverse to satisfy Parent or Merger Sub in accordance with, and subject to the terms and conditions of, Section 6.3 or fails to reaffirm the Company Recommendation in accordance with Section 6.2(f); (iii) the board of directors of the Company or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal; (iv) the Company shall have executed any letter of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposal; (v) the Company approves or recommends that the Company Stockholders tender their Shares in any tender or exchange offer or the Company fails to send the Company Stockholders, within ten Business Days after the commencement of such tender or exchange offer, a statement that the Company recommends rejection of such tender or exchange offer; (vi) the Company publicly announces its intention to take any of the actions in the foregoing clauses (i), (ii), (iii), (iv) or (v); (vi) with the prior consent of the board of directors of the Company, any Person or "group" (within the meaning of Section 13(d) of the Exchange Act) acquires beneficial ownership of more than 25% of the outstanding Company Shares; or (vii) the Company breaches its obligation to hold a Stockholders Meeting set forth in Section 6.5 other than solely as a result of actions taken or omitted by the SEC; (h) the Company, at any time prior to receipt of the Requisite Company Vote, in accordance with, and subject to the terms and conditions of, Section 6.2(e); (i) the Company, if all of the conditions set forth in Annex A hereto or otherwise, Parent Sections 7.1 and 7.2 shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent or Merger Sub shall have failed for any reason to accept for payment any Shares validly tendered and not withdrawnconsummate the Closing no later than 3 Business Days after the final day of the Marketing Period as provided in Section 1.2; or (ej) by Parent or AcquisitionParent, upon a breach of any material representationif prior to the Outside Date, warranty, covenant or agreement on the part of Company engages in actions that make the conditions set forth in this Agreement, Sections 7.2(f)(i) or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be 7.2(f)(ii) incapable of being satisfied on (as of the date of such actions). The party desiring to terminate this Agreement pursuant to clause (b), (c), (d), (e), (f), (g) or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes h) of this Section 8.01(e)8.1 shall give written notice of such termination to each other party in accordance with Section 9.6, specifying the provision or provisions hereof pursuant to which such termination is effected.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by either the Company or Parent, Acquisition or the Company, if : (i) if (A) any Governmental Entity having jurisdiction over any Party shall have issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining, making illegal or otherwise prohibiting the Effective Time consummation of the Merger and such order, decree, ruling or injunction or other action shall not have occurred on become final and nonappealable, (B) any action has been taken by any Governmental Entity of competent jurisdiction, that permanently enjoins, prohibits or before December 15makes illegal the consummation of the merger or the transactions contemplated by this Agreement or (C) there shall be adopted, 1995 (provided enacted, entered, enforced or promulgated any Law or order that permanently enjoins, prohibits or makes illegal or otherwise permanently prohibited the consummation of the Merger or the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 8.01(b8.1(b)(i) shall not be available to any party Party whose failure to fulfill breach in any obligation material respect of its obligations under this Agreement has been the cause of, or resulted in the action or event described in this Section 8.1(b)(i) occurring; (ii) if the Merger shall not have been consummated on or before 5:00 p.m. New York, New York time, on September 22, 2026 (such date, the “Initial End Date,” and the Initial End Date, as it may be extended pursuant to this Section 8.1(b)(ii), the “End Date”); provided, that (x) if as of five (5) Business Days before the Initial End Date the conditions set forth in Section 7.1(b) or Section 7.1(c) shall not have been satisfied or waived (and in the case of Section 7.1(c), only if the relevant condition shall not have been satisfied due to an Antitrust Law), or a voluntary agreement with any Governmental Entity not to consummate the Merger is in effect, but all of the other conditions set forth in Article VII have been satisfied or waived (or are then capable of being satisfied if the Closing were to take place on such date in the case of those conditions to be satisfied at the Closing), then the End Date shall automatically be extended to December 22, 2026 (the “First Extended End Date”), (y) if as of five (5) Business Days before the First Extended End Date the conditions set forth in Section 7.1(b) or Section 7.1(c) shall not have been satisfied or waived (and in the case of Section 7.1(c), only if the relevant condition shall not have been satisfied due to an Antitrust Law), or a voluntary agreement with any Governmental Entity not to consummate the Merger is in effect, but all of the other conditions set forth in Article VII have been satisfied or waived (or are then capable of being satisfied if the Closing were to take place on such date in the case of those conditions to be satisfied at the Closing), then the End Date shall automatically be extended to March 22, 2027 (the “Second Extended End Date”), and (z) if as of five (5) Business Days before the Second Extended End Date the conditions set forth in Section 7.1(b) or Section 7.1(c) shall not have been satisfied or waived (and in the case of Section 7.1(c), only if the relevant condition shall not have been satisfied due to an Antitrust Law), or a voluntary agreement with any Governmental Entity not to consummate the Merger is in effect, but all of the other conditions set forth in Article VII have been satisfied or waived (or are then capable of being satisfied if the Closing were to take place on such date in the case of those conditions to be satisfied at the Closing), then the End Date shall automatically be extended to June 22, 2027; provided further, that if as of five (5) Business Days before any otherwise effective End Date, the conditions set forth in Section 7.2(a) as it relates to the representation in the second sentence of Section 4.6(a) shall not have been satisfied or waived (as if such representation were made on such date), but all of the other conditions set forth in Article VII have been satisfied or waived (or are then capable of being satisfied if the Closing were to take place on such date in the case of those conditions to be satisfied at the Closing), then the End Date shall automatically be extended to a date that is the earlier of (A) sixty (60) days later than the next effective End Date (prior to giving effect to this proviso) and (B) June 22, 2027, provided, further, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any Party whose breach in any material respect of its obligations under this Agreement has been the cause of, or resulted in the failure of the Effective Time Merger to occur on or before such date; (iii) in the event of a breach by the other Party of any representation, warranty, covenant or other agreement contained in this Agreement which would give rise to the failure of a condition set forth in Sections 7.2(a) or (b) or Sections 7.3(a) or (b), as applicable (and such breach is not curable prior to the End Date, or if curable prior to the End Date, has not been cured by the earlier of (i) (other than with respect to the representation in the second sentence of Section 4.6(a)) thirty (30) days after the giving of written notice to the breaching Party of such breach and (ii) two (2) Business Days prior to the End Date, it being understood that the non-breaching Party will not be entitled to terminate this Agreement for such instance of breach if such breach has been cured prior to termination (to the extent capable of being cured)) (a “Terminable Breach”); provided, however, that the terminating Party is not itself then in Terminable Breach of any court of competent jurisdiction in the United States representation, warranty, covenant or other United States governmental authority agreement contained in this Agreement; or (iv) if (A) the Company Stockholder Approval shall not have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealablebeen obtained upon a vote held at a duly held Company Stockholders Meeting, or at any adjournment or postponement thereof or (iiiB) the Parent Stockholder Approval shall not have been obtained at a vote held at a duly held Parent Stockholders Meeting, or at any of the Trigger Events described in Section 8.03 hereof shall have occurredadjournment or postponement thereof; (c) by Parent or AcquisitionParent, prior to, but not after, the time the Company Stockholder Approval is obtained, if due to an occurrence the Company Board or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent committee thereof shall have effected a Company Change of Recommendation (i) failed to commence the Offer on whether or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase not such Company Change of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer;Recommendation is permitted by this Agreement); or (d) by the Company, prior to, but not after, the time the Parent Stockholder Approval is obtained, if (i) due to an occurrence the Parent Board or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent committee thereof shall have effected a Parent Change of Recommendation (A) failed to commence the Offer on whether or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase not such Parent Change of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) Recommendation is permitted by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e).

Termination. This Agreement may be terminated terminated, and the Merger ----------- and the other Transactions may be abandoned at any time by written noticeabandoned, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Timeas follows: (a) by By mutual written consent duly authorized by of Parent and the Boards of Directors Company, at any time prior to the Effective Time (whether before or after receipt of the Company and ParentShareholder Approval); (b) by By either the Company or Parent, Acquisition if the Company Shareholder Approval shall not have been obtained upon a vote taken at the Company Meeting duly convened therefor or any adjournment or postponement thereof; (c) By either the CompanyCompany or Parent, at any time prior to the Effective Time (whether before or after receipt of the Company Shareholder Approval), if (i) any court of competent jurisdiction or other Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or prohibiting the consummation of the Transactions, and such Order or other action shall have become final and non-appealable, or (ii) any Law shall have been enacted, entered or enforced that is continuing and remains in effect and that prohibits, makes illegal or enjoins the consummation of the Transactions, provided that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to any party that has breached in any material respects its obligations under Section 5.5; (d) By either the Company or Parent, if the Effective Time shall not have occurred on or before December 15June 8, 1995 2025 (provided the “Outside Date”); provided, however, that neither the right Company nor Parent shall be permitted to terminate this Agreement under pursuant to this Section 8.01(b7.1(d) shall not be available to any party whose failure to fulfill any obligation under this Agreement if there has been the cause any material breach by such party of its representations, warranties or covenants contained in this Agreement, and such breach has primarily caused or resulted in the failure of the Closing to have occurred prior to the Outside Date; provided, further, that the Outside Date shall be extended until two (2) Business Days after the last day of any then-pending Notice Period; (e) By Parent, at any time prior to the receipt of the Company Shareholder Approval, if (i) the Company Board shall have effected a Change of Board Recommendation (it being understood and agreed that any written notice of the Company’s intention to make a Change of Board Recommendation prior to effecting such Change of Board Recommendation in accordance with Section 5.3(e) or 5.3(f) shall not result in Parent or Merger Sub having any termination rights pursuant to this Section 7.1(e) during the Notice Period referred to in Section 5.3(e) or the five (5) day’s notice period referred to in Section 5.3(f) but Parent and Merger Sub shall have such termination right after such periods or if the Company publicly discloses such intention to make a Change of Board Recommendation), or (ii) the Company shall have entered into a definitive agreement with respect to a Superior Proposal in accordance with Section 5.3(f); (f) By the Company, at any time prior to the receipt of the Company Shareholder Approval, if the Company Board determines to accept, and concurrently enters into a definitive agreement with respect to, a Superior Proposal in accordance with Section 5.3(f), but only if the Company shall have complied with its obligations under Section 5.3 with respect to such Superior Proposal; provided, however, that the Company shall prior to or substantially concurrently with such termination pay the Company Termination Fee to or for the account of Parent pursuant to Section 7.2; (g) By Parent, at any time prior to the Effective Time (whether before or after receipt of the Company Shareholder Approval), if (i) there has been a breach or failure to perform by the Company of its representations, warranties, covenants or other agreements contained in this Agreement, in each case, such that any condition to the Merger contained in Sections 6.3(a) or 6.3(b) is not reasonably capable of being satisfied while such breach or failure to perform is continuing, (ii) Parent shall have delivered to the Company written notice of such breach or failure to perform, which notice shall state Parent’s intention to terminate this Agreement pursuant to this Section 7.1(g) and the basis for such termination, and (iii) either such breach or failure to perform is not capable of cure in a manner sufficient to allow satisfaction of the conditions in Sections 6.3(a) and 6.3(b) prior to the applicable Outside Date or at least 30 days shall have elapsed since the date of delivery of such written notice to the Company and such breach or failure to perform shall not have been cured in all material respects; provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(g) if there has been any material breach or failure to perform by Parent or Merger Sub of its material representations, warranties, covenants or other agreements contained in this Agreement, in each case, such that any condition to the Merger contained in Section 6.2(a) or Section 6.2(b) is not reasonably capable of being satisfied while such breach or failure to perform is continuing, and such breach or failure to perform shall not have been cured in all material respects; or (h) By the Company, at any time prior to the Effective Time (whether before or after receipt of the Company Shareholder Approval), if (i) there has been a breach or failure to perform by Parent or Merger Sub of any of its representations, warranties, covenants or other agreements contained in this Agreement, in each case, such that any condition to the Merger contained in Sections 6.2(a) or 6.2(b) is not reasonably capable of being satisfied while such breach or failure to perform is continuing, (ii) the Company shall have delivered to Parent written notice of such breach or failure to perform, which notice shall state the Company’s intention to terminate this Agreement pursuant to this Section 7.1(h) and the basis for such termination, and (iii) either such breach or failure to perform is not capable of cure in a manner sufficient to allow satisfaction of the conditions in Section 6.2(a) and Section 6.2(b) prior to the applicable Outside Date or at least 30 days shall have elapsed since the date of delivery of such written notice to Parent and such breach or failure to perform shall not have been cured in all material respects; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 7.1(h) if there has been any material breach or failure to perform by the Company of its material representations, warranties, covenants or other agreements contained in this Agreement, in each case, such that any condition to the Merger contained in Section 6.3(a) or Section 6.3(b) is not reasonably capable of being satisfied while such breach or failure to perform is continuing, and such breach or failure to perform shall not have been cured in all material respects; or (i) By the Company if (i) all of the conditions set forth in Section 6.1 or Section 6.3 have been satisfied or waived at the time the Closing is required to have occurred pursuant to Section 1.2 (other than conditions that by their nature are to be satisfied at the Closing, but which shall then be capable of satisfaction if the Closing were to occur on or before such date), (ii) any court of competent jurisdiction in Parent fails to consummate the United States or other United States governmental authority shall have issued an orderClosing on the date on which Parent is required to consummate the Closing pursuant to Section 1.2, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of at least three (3) Business Days prior to seeking to terminate this Agreement pursuant to this Section 7.1(i), the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Company has delivered an irrevocable written notice to Parent or Acquisitionstating that, if due Parent performs its obligations hereunder and the Equity Financing contemplated by the Equity Commitment Letter and the Debt Financing contemplated by the Debt Commitment Letter and the Debt Fee Letters is funded, the Closing will occur (subject to an occurrence or circumstance closing conditions that by their nature are to be satisfied at the Closing, but which would result in a failure shall then be capable of satisfaction if the Closing were to satisfy any occur on such date), and (iv) Parent fails to consummate the Transactions within three (3) Business Days after delivery of the conditions set forth in Annex A heretosuch notice; provided, Parent shall have however, that during such three (i3) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase Business Day period after delivery of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) such notice by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed not be entitled to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof terminate this Agreement pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e7.1(d).

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether prior to or after the stockholders of the Seller adopt this Agreement, as applicable: (a) by mutual written consent duly authorized by the Boards Company’s Board of Directors and the Seller’s Board of the Company and ParentDirectors; (b) by Parenteither the Seller or the Company if the Merger shall not have been consummated by February 29, Acquisition 2008 (or March 31, 2008, if the reason the Merger has not been consummated by such earlier date is due to the fact that the Company, if despite its prompt and diligent actions, has not received the approval of the OCC or the Federal Reserve Board pursuant to Section 3(a)(5) of the BHCA (i) 12 U.S.C. § 1842(a)(5)), or any required waiting periods shall have not yet expired or been terminated), unless extended by the Effective Time shall not have occurred on or before December 15Company’s Board of Directors and the Seller’s Board of Directors for any reason; provided, 1995 (provided however, that the right to terminate this Agreement under this Section 8.01(b8.1(b) shall not be available to any party whose action or failure to fulfill any obligation under this Agreement act has been the a principal cause of or resulted in the failure of the Effective Time Merger to occur on or before such date), date if such action or failure to act constitutes a breach of any provision of this Agreement; (iic) any court of competent jurisdiction in by either the United States Seller or other United States governmental authority the Company if a Governmental Authority shall have issued an order, decree or ruling a non-appealable final Order or taken any other action having the effect of restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the OfferMerger; (d) by either the Company, if Seller or the Company if: (i) due to an occurrence or circumstance that would result in a failure to satisfy the Seller Stockholders’ Meeting (including any adjournments thereof) shall have been held and completed and the stockholders of the conditions set forth in Annex A hereto or otherwise, Parent Seller shall have (A) failed taken a final vote on a proposal to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or adopt this Agreement and (ii) all conditions set forth in Annex A hereto the required approval of the stockholders of the Seller contemplated by this Agreement shall not have been satisfied or waived and Parent obtained; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to the Seller where the failure to obtain approval by the Seller stockholders shall have failed been caused by the action or failure to accept for payment act of the Seller, and such action or failure to act constitutes a breach by the Seller of any Shares validly tendered and not withdrawn; orprovision of this Agreement; (e) by Parent or Acquisitionthe Seller, upon a breach of any material representation, warranty, covenant or agreement on the part of the Company or the Merger Sub set forth in this Agreement, or if any representation or warranty of the Company shall have been untrue when made or shall have become untrue, in either case, case such that the condition conditions set forth in Section 7.03 hereof 7.3(a), above, would not be incapable satisfied as of being satisfied on or before December 15, 1995 (the time of such breach or as otherwise extendedof the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Company’s representations and warranties or breach by the Company or the Merger Sub of a covenant or agreement was unintentional and is curable by the Company or the Merger Sub through exercise of commercially reasonable best efforts, then the Seller may not terminate this Agreement pursuant to this Section 8.1(e) for ten (10) days after delivery of written notice from the Seller to the Company of such breach, provided, that the Company or the Merger Sub, as the case may be, continues to exercise commercially reasonable best efforts to cure such breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section 8.1(e) if such breach by the Company or the Merger Sub is cured during such ten (10) day period); provided that; (f) by the Company, upon a breach of any covenant or agreement on the part of the Seller set forth in this Agreement, or if any representation or warranty of the Seller shall have been untrue when made or shall have become untrue, in any caseeither case such that the conditions set forth in Section 7.2(a), above, would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Seller’s representations and warranties or breach by the Seller of a willful breach shall be deemed covenant or agreement was unintentional and is curable by the Seller through exercise of its commercially reasonable best efforts, then the Company may not terminate this Agreement pursuant to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e8.1(f) for ten (10) days after delivery of written notice from the Company to the Seller of such breach, provided, that the Seller continues to exercise commercially reasonable best efforts to cure such breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(f) if such breach by the Seller is cured during such ten (10) day period).;

Termination. This Agreement may be terminated terminated, and the Merger ----------- and the other Transactions contemplated hereby may be abandoned abandoned, at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Shareholder Approval or the Parent Shareholder Approval has been obtained: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by either the Company or Parent, Acquisition or the Company, if : (i) if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, or if there shall have been adopted prior to the Effective Time any Law that permanently makes the consummation of the Merger illegal or otherwise permanently prohibited; (ii) if the Merger shall not have occurred been consummated on or before December 155:00 p.m. Eastern Time, 1995 on May 8, 2024 (provided such date being the “End Date”); provided, that the right to terminate this Agreement under this Section 8.01(b8.1(b)(ii) shall not be available to any party whose failure to fulfill breach of any obligation under representation, warranty, covenant or agreement contained in this Agreement has been the primary cause of or resulted in the failure of the Effective Time Merger to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or ; (iii) in the event of a breach by the other party (treating Parent and Merger Sub as one party) of any covenant or other agreement contained in this Agreement or if any representation and warranty of the Trigger Events described other party contained in this Agreement fails to be true and correct which (x) would give rise to the failure of a condition set forth in Section 8.03 hereof 7.2(a) or (b) or Section 7.3(a) or (b), as applicable, if it were continuing as of the Closing Date and (y) cannot be or has not been cured (or is incapable of becoming true or does not become true) by the earlier of (1) the End Date and (2) the date that is 30 days after the giving of written notice to the breaching party of such breach or failure to be true and correct and the basis for such notice (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in this Agreement; or (iv) if the Company Shareholder Approval shall not have occurred;been obtained at a duly held Company Shareholders Meeting (including any adjournment or postponement thereof) at which a vote on the approval of this Agreement and the Transactions, including the Merger, was taken; or (c) by Parent or Acquisitionprior to the time the Company Shareholder Approval is obtained, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent Company Board shall have (i) failed to commence the Offer on effected a Company Change of Recommendation, whether or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof not pursuant to the Offer within 60 days following the commencement of the Offerand in accordance with Section 6.3(d)(iii) or Section 6.3(e); (d) by the CompanyCompany prior to the time the Company Shareholder Approval is obtained, if the Company Board (ior a committee thereof) due determines to an occurrence or circumstance that would result terminate this Agreement in accordance with Section 6.3(d)(iii) in connection with a failure Company Superior Proposal in order to satisfy any enter a definitive agreement providing for the implementation of the conditions set forth in Annex A hereto or otherwisesuch Company Superior Proposal; provided, Parent shall have (A) failed to commence the Offer on or before September 12however, 1995that, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth except as otherwise provided in Section 7.01(d) hereof 8.3(b)(ii), such termination shall not be effective unless the Company concurrently therewith pays or (C) failed causes to accept for payment Shares sufficient to satisfy be paid the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orCompany Termination Fee; (e) by the Company if the Parent or AcquisitionCommon Stock is no longer listed for trading on NASDAQ; (f) by the Company if the Loan has not been made to the Company by January 31, upon 2024; and (g) by the Parent in the event that the Parent determines, in its reasonable discretion, that the acquisition of the Company pursuant to this Agreement could result in a breach materially adverse amount of cancellation of indebtedness income to Parent for federal income-tax purposes recognized and attributable to any material representationmodification, warranty, covenant or agreement on the part of Company set forth in this Agreementrestructuring, or if purchase of the indebtedness of the Company or the purchase of the Company. Determining whether any representation or warranty income is “materially adverse” shall take into account both (i) whether such income is offset by any available current operating losses and net operating loss and other tax attributes carryforwards, and (ii) the materiality of Company shall have become untruethe amount of tax attributable to such income, net of all offsets, deductions, credits and other reductions in either case, such that the condition set forth in Section 7.03 hereof would be incapable amount of being satisfied on or before December 15, 1995 (or tax actually payable as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)result thereof.

Termination. This Agreement may be terminated terminated, and the Merger ----------- transactions contemplated hereby may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing as follows: (a) by mutual written consent duly authorized by the Boards of Directors of the Company M▇▇▇▇ and ParentMag Mile Capital; (b) by Parentwritten notice by Myson or Mag Mile Capital if any of the conditions to the Closing set forth in Article VIII have not been satisfied or waived by March 30, Acquisition or 2022 (the Company“Outside Date”); provided, if (i) the Effective Time shall not have occurred on or before December 15however, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any party whose failure to fulfill any representation, warranty, covenant or obligation under this Agreement has been was the cause of of, or resulted in in, the failure of the Effective Time Closing to occur on or before such date), the Outside Date; (iic) any court by written notice by either Myson or Mag Mile Capital if a Governmental Authority of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement, and such order, decree, ruling Order or other action shall have has become final and nonappealablenon-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) 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 of, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) substantially resulted in, such action by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offersuch Governmental Authority; (d) by the Company, written notice by Mag Mile Capital if (i) due to an occurrence or circumstance that would result in there has been a failure to satisfy material breach by Myson of any of the conditions set forth in Annex A hereto its representations, warranties, covenants or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth agreements contained in this Agreement, or if any representation or warranty of Company Myson shall have become untruematerially untrue or materially inaccurate, in either any case, such that the which would result in a failure of a condition set forth in Section 7.03 hereof would 7.1(a) or Section 7.1(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being satisfied on cured or before December 15is not cured within the earlier of (A) 10 calendar days after written notice of such breach or inaccuracy is provided by Mag Mile Capital or (B) the Outside Date; (e) by written notice by Myson if (i) there has been a breach by Mag Mile Capital of any of its representations, 1995 (warranties, covenants or as otherwise extended); provided thatagreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a willful breach shall be deemed to cause such conditions failure of a condition set forth in Section 7.2(a) or Section 7.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being satisfied for purposes cured or is not cured within the earlier of (A) 10 calendar days after written notice of such breach or inaccuracy is provided by M▇▇▇▇ or (B) the Outside Date; (f) by written notice by M▇▇▇▇ or Mag Mile Capital if there shall have been a Material Adverse Effect on the other Party following the date of this Section 8.01(e)Agreement which is uncured and continuing; or (g) by written notice by M▇▇▇▇ to Mag Mile Capital if (i) Mag Mile Capital shall not have delivered to Myson on or prior to March 28, 2023 the Mag Mile Capital Audited Financials.

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing: (ai) by mutual written consent duly authorized by the Boards of Directors of the Company Buyer and ParentSeller; (bii) by Parent, Acquisition Buyer or the Company, if Seller if: (iA) the Effective Time shall Closing does not have occurred occur on or before December 15March 31, 1995 2010; provided that, if satisfaction (or waiver as provided herein) of the conditions set forth in Article VIII (other than the condition set forth in Section 8.2(g) and those conditions that by their nature will be satisfied at the Closing) has occurred, such date shall be extended to the date six (6) months after the date of filing of the application required under FINRA Rule 1017 with respect to the transactions contemplated herein, provided that such application is pending at such time; provided further that the right to terminate this Agreement under this Section 8.01(bclause (ii)(A) shall not be available to any party whose failure to fulfill any obligation breach of a representation, warranty, covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Effective Time Closing to occur on or before such date), ; or (iiB) any court of competent jurisdiction in the United States or other United States governmental authority a Governmental Entity shall have issued an order, decree or ruling Order or taken any other action action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger and such ordertransactions contemplated by this Agreement, decree, ruling which Order or other action shall have become is final and nonappealable, or non-appealable; (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred;by Buyer if: (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the any condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement obligations of the OfferBuyer hereunder becomes incapable of fulfillment other than as a result of a breach by Buyer of any covenant or agreement contained in this Agreement, or (ii) all conditions set forth in Annex A hereto have been satisfied or and such condition is not waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnby Buyer; or (eB) there has been a breach by Parent or Acquisition, upon a breach Seller of any material representation, warranty, covenant or agreement on the part of Company set forth contained in this AgreementAgreement or the Seller Disclosure Schedule, or if any representation or warranty of Company Parent or Seller shall have become untrue, in either case such that the conditions set forth in Sections 8.2(a) or 8.2(b) would not be satisfied and, in either case, such that breach is not curable, or, if curable, is not cured within 30 days after written notice of such breach is given to Seller by Buyer; or (C) if PW elects to obtain capital pursuant to the condition Backstop Note in accordance with Section 7.9, Seller has failed to deliver to Buyer the amount set forth in Section 7.03 hereof would be the Backstop Note Notice pursuant to the Backstop Note; or (iv) by Seller if: (A) any condition to the obligations of Seller hereunder becomes incapable of being satisfied on fulfillment other than as a result of a breach by Seller of any covenant or before December 15agreement contained in this Agreement, 1995 and such condition is not waived by Seller; or (B) there has been a breach by Buyer of any representation, warranty, covenant or as otherwise extended); provided thatagreement contained in this Agreement or the Buyer Disclosure Schedule, or if any representation or warranty of Buyer shall have become untrue, in any either case such that the conditions set forth in Sections 8.3(a) or 8.3(b) would not be satisfied and, in either case, a willful such breach is not curable, or, if curable, is not cured within 30 days after written notice of such breach is given to Buyer by Seller. (b) The party desiring to terminate this Agreement pursuant to clause (ii), (iii) or (iv) shall be deemed give written notice of such termination to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)the other party hereto.

Termination. This Agreement may be terminated and Whether before or after approval of the matters presented in connection with the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Timethis Agreement may be terminated: (a) by mutual written consent duly authorized of Parent and the Company, by action of their respective boards of directors, at any time prior to the Boards of Directors of the Company and ParentEffective Time; (b) by Parent, Acquisition either Parent or the Company, Company if (i) the Effective Time shall not have occurred on or before December 15the close of business on March 31, 1995 2008 (the “Outside Date”) (provided that the right to terminate this Agreement under this Section 8.01(b7.1(b) shall not be available to any party whose failure to fulfill breach of any obligation under provision of this Agreement has been the cause of or resulted in the failure of the Effective Time not occurring by the close of business on the Outside Date); (c) by Parent at any time prior to occur on the Effective Date, if (i) the Company shall have breached any of its representations, warranties or before obligations hereunder to an extent that would cause the conditions set forth in Section 6.2(a) and (b) not to be satisfied and such datebreach shall not have been cured within thirty (30) Business Days of receipt by the Company of written notice of such breach (provided that the right to terminate this Agreement by Parent shall not be available to Parent if Parent is at that time in material breach of this Agreement), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Company Board shall have issued withdrawn or modified, or proposed publicly to withdraw or modify, the Company Board Recommendation in a manner adverse to Parent or Merger Sub or (iii) the Company Board shall have approved or recommended, or proposed publicly to approve or recommend, a Takeover Proposal; (d) by the Company at any time prior to the Effective Date, if Parent or Merger Sub shall have breached any of its representations, warranties or obligations hereunder to an extent that the representations and warranties of Parent shall not be true and correct in all material respects, in each case as of the date of this Agreement and as of the Effective Time as though made on such date, except to the extent such representations and warranties are expressly made only as of an earlier date, in which case as of such earlier date; provided, however, that the Company may not terminate this Agreement pursuant to this Section 7.1(d) if (i) such breach shall have been cured within 30 Business Days following receipt by Parent or Merger Sub of written notice of such breach, (ii) the cumulative effect of all inaccuracies of such representations and warranties (for this purpose disregarding any qualification or limitation as to materiality or Parent Material Adverse Effect), and such breaches of obligations, is not reasonably likely to have a Parent Material Adverse Effect, or (iii) the Company is at that time in material breach of this Agreement; (e) by the Company at any time prior to the Effective Date in order to enter into an agreement relating to a Superior Proposal in accordance with Section 4.3; provided that the Company has complied in all material respects with the provisions of Section 4.3; and provided, further, that prior to or concurrently with such termination, the Company pays the Termination Fee payable pursuant to Section 7.3(b); (f) by either Parent or the Company if any Governmental Entity issues an order, decree or ruling or taken takes any other action restrainingpermanently enjoining, enjoining restraining or otherwise prohibiting the Merger and (i) as violative of any Antitrust Law or (ii) for any reason other than under any Antitrust Law, and, in either case, such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred;non-appealable; and (cg) by either Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or AcquisitionCompany if, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 vote at a duly held meeting (or as otherwise extended); provided thatany adjournment thereof) to obtain the Company Stockholder Approval, in any case, a willful breach shall be deemed the Company Stockholder Approval is not obtained. The party desiring to cause such conditions terminate this Agreement pursuant to be incapable of being satisfied for purposes of this Section 8.01(e7.1 (other than pursuant to Section 7.1(a)) shall give notice of such termination to the other party.

Termination. (a) This Agreement may be terminated and shall terminate upon the Merger ----------- may be abandoned earliest to occur of (i) the written consent of each of the Parties, (ii) written notice of any Party delivered at any time by written noticefollowing three (3) months after the date hereof (such date, notwithstanding approval thereof as may be extended in accordance with this Section 6.12(a), the “Long-Stop Date”), if the Closing has not occurred on or prior to such date, provided that no Party shall be permitted to terminate this Agreement pursuant to this Section 6.12(a)(ii) if the failure to consummate the Contemplated Transactions was proximately caused by the stockholders breach by such Party or its Affiliate of the Companyany representation, but prior to the Effective Time: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent;warranty or covenant in this Agreement. (b) by ParentAny Party may terminate this Agreement, Acquisition or upon written notice to the Companyother Parties, if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Governmental Authority shall have issued an order, decree or ruling any Order or taken any other action restrainingpermanently retraining, enjoining or otherwise prohibiting the Merger Contemplated Transactions and such order, decree, ruling Order or other action shall have has become final and nonappealablenonappealable (provided that no Party shall be permitted to terminate this Agreement pursuant to this Section 6.12(b) if the imposition of such Order or other action was proximately caused by the breach by such Party or its Affiliate of any representation, warranty or (iii) covenant in this Agreement, the Contribution Agreement or any of the Trigger Events described in Section 8.03 hereof shall have occurred;Restructuring Document). (c) by Parent or Acquisition, A Lead Purchaser may terminate this Agreement if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon there exists a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of the Key Holder or the Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof 2.4(a)(i) would not be satisfied and breach has not been cured (or is incapable of being cured) by the Key Holder or the Company, as the case may be, within thirty (30) days following its receipt of notice from such Lead Purchaser of such breach. (d) The Key Holder or the Company may terminate this Agreement if there exists a breach of any warranty of a Lead Purchaser such that the condition set forth in Section 2.4(c)(i) would not be satisfied on or before December 15, 1995 and breach has not been cured (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be is incapable of being satisfied for purposes cured) by such Lead Purchaser within thirty (30) days following its receipt of notice from the Key Holder or the Company, as applicable, of such breach. (e) Upon any termination of this Agreement, this Agreement will have no further force or effect, except for the provisions of Article V and this Article VI, which shall survive any termination under this Section 8.01(e)6.12; provided, that no termination of this Agreement shall relieve any Party of liability for any breach of this Agreement prior to such termination.

Termination. This Agreement may be terminated and (i) the Merger ----------- Offer may be abandoned at any time by written notice, notwithstanding prior to the Offer Closing and (ii) the Merger may be abandoned at any time prior to the Effective Time whether before or after approval thereof of matters presented in connection with the Merger by the stockholders shareholders of the Company, but prior to the Effective Timeas applicable, as follows: (a) by mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either the Company or Parent if the Company, if (i) the Effective Time Offer Closing shall not have occurred on or before April 30, 2016 (the “Termination Date”); provided, however, that if on the Termination Date, the Offer Conditions set forth in clause (a) or (d) (but for purposes of clause (d) only if such restraint or prohibition is attributable to an Antitrust Law) of Exhibit A shall not have been fulfilled, but all other Offer Conditions shall be or shall be capable of being fulfilled, then the Termination Date shall be extended to December 1530, 1995 2016; (provided c) by either the Company or Parent if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law that is in effect and which has the effect of making the Offer, the Merger or the other Transactions illegal or otherwise prohibiting or preventing the consummation of the Offer, the Merger or the other Transactions, and such Law, in each case, shall have become final and nonappealable; (d) by the Company, if, prior to the Offer Closing, Parent or Merger Sub shall have breached or failed to perform any of its respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform their respective obligations hereunder and (ii) has not been or is incapable of being cured by Parent or Merger Sub, as the case may be, within the earlier of (A) the Termination Date and (B) 30 days after its receipt of written notice thereof from the Company; provided, however, that notwithstanding the foregoing, the failure to pay any consideration when due hereunder shall not be entitled to a cure period; (e) by Parent, if, prior to the Offer Closing, the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in clause (b) or (c) of Exhibit A and (ii) has not been or is incapable of being cured by the Company within the earlier of (A) the Termination Date and (B) 30 days after its receipt of written notice thereof from Parent; (f) by Parent, if, prior to the Offer Closing, (i) a Change of Recommendation shall have occurred or (ii) the Company shall have violated or breached in any material respect any of its obligations under Section 8.3; or (g) by the Company, prior to the Offer Closing, in accordance with Section 8.3(c), but only if the Company is in compliance with Section 8.3 and has paid (or caused to be paid), or pays (or causes to be paid) substantially concurrently with such termination, the Company Termination Fee and the Reimbursement pursuant to Section 10.4(b). Notwithstanding anything else contained in this Agreement, the right to terminate this Agreement under this Section 8.01(b) 10.1 shall not be available to any party Party (x) that is in material breach of its obligations hereunder or (y) whose failure to fulfill any obligation its obligations or to comply with its covenants under this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement obligations of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)Party hereunder.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time:, whether before or after approval of the Parent Stock Issuance or adoption of this Agreement (as applicable) by the shareholders of Parent or the stockholders of the Company (as applicable): (a) by mutual consent of Parent and the Company in a written consent duly authorized by instrument, if the Boards Board of Directors of each so determines by a vote of a majority of the Company and Parentmembers of its entire Board; (b) by either Parent or the Company if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein; (c) by either Parent or the Company if the Merger shall not have been consummated on or before July 23, 2019 (the “Termination Date”), unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein; provided that if on the Termination Date, the condition set forth in Section 7.1(c) shall not have been satisfied but all other conditions to Closing shall have been satisfied or capable of being satisfied, then the Termination Date may be extended for a period of three months at the option of either the Company or Parent by written notice to the other on or prior to the Termination Date; (d) by either Parent or the Company (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of the Company, in the case of a termination by Parent, Acquisition or Parent, in the case of a termination by the Company, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 7.2, in the case of a termination by Parent, or 7.3, in the case of a termination by the Company, and which is not cured within forty-five (45) days following written notice to the Company, in the case of a termination by Parent, or Parent, in the case of a termination by the Company, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); (e) by the Company prior to such time as the Requisite Parent Vote is obtained, if (i) the Effective Time Board of Directors of Parent shall not have occurred on or before December 15, 1995 (provided failed to recommend in the Joint Proxy Statement that the right shareholders of Parent approve the Parent Stock Issuance, or withdrawn, modified or qualified such recommendation in a manner adverse to terminate this Agreement under this Section 8.01(b) shall not be available the Company, or publicly disclosed that it has resolved to any party whose failure to fulfill any obligation under this Agreement has been the cause of do so, or resulted in the failure of the Effective Time to occur on or before such date), (ii) Parent or its Board of Directors has breached its obligations under Section 6.3 in any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred;material respect; or (cf) by Parent or Acquisition, if due prior to an occurrence or circumstance which would result in a failure to satisfy any of such time as the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the CompanyRequisite Company Vote is obtained, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any the Board of Directors of the conditions set forth in Annex A hereto or otherwise, Parent Company shall have (A) failed to commence recommend in the Offer on Joint Proxy Statement that the stockholders of the Company adopt this Agreement, or before September 12withdrawn, 1995modified or qualified such recommendation in a manner adverse to Parent, or publicly disclosed that it has resolved to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of such tender or exchange offer, in any such case whether or not permitted by the terms hereof or (B) terminated the Offer recommended or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof endorsed an Acquisition Proposal or (C) failed to accept for payment Shares sufficient issue a press release announcing its opposition to satisfy the condition set forth in Section 7.01(dsuch Acquisition Proposal within ten (10) hereof pursuant to the Offer with 60 business days following the commencement of the Offerafter an Acquisition Proposal is publicly announced, or (ii) all conditions set forth the Company or its Board of Directors has breached its obligations under Section 6.3 or 6.10 in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)respect.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeTime whether before or after approval and adoption of this Agreement by the Company's stockholders: (a) by mutual written consent duly authorized by of Parent, Acquisition and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Parent and Acquisition or the Company, Company if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Governmental Entity having jurisdiction over a party hereto shall have issued an a final order, decree or ruling ruling, or taken any other action final action, permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable, nonappealable or (iiiii) the Merger has not been consummated by October 31, 2002 (the "FINAL DATE"); provided that no party may terminate this Agreement pursuant to this clause (ii) if such party's failure to fulfill any of the Trigger Events described in Section 8.03 hereof its obligations under this Agreement shall have occurredbeen the reason that the Effective Time shall not have occurred on or before such date; (c) by the Company if (i) there shall have been a breach of any representation or warranty on the part of Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions Acquisition set forth in Annex A heretothis Agreement, or if any such representation or warranty of Parent or Acquisition shall have (i) failed to commence the Offer on or before September 12become untrue, 1995in both cases, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy such that the condition set forth in Section 7.01(d5.2(a) hereofwould be incapable of being satisfied by the Final Date, provided that the Company has not breached any of its obligations hereunder in any material respect which breach shall be continuing at such time; (ii) there shall have been a material breach by Parent or Acquisition of any of its covenants or obligations to be performed under this Agreement, and Parent or Acquisition, as the case may be, has not cured such breach (if capable of being cured) within twenty (20) business days after notice by the Company thereof, provided that the Company has not breached any of its obligations hereunder in any material respect which breach shall be continuing at such time; or (iii) the Company shall have convened a Company Stockholders Meeting to vote upon the Merger and shall have failed to accept for payment Shares sufficient to satisfy obtain the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement requisite vote of the Offer;its stockholders at such meeting (including any adjournments thereof); or (d) by the Company, Parent and Acquisition if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent there shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant representation or agreement warranty on the part of the Company set forth in this Agreement, or if any such representation or warranty of the Company shall have become untrue, in either caseboth cases, such that the condition set forth in Section 7.03 hereof 5.3(a) would be incapable of being satisfied on or before December 15by the Final Date, 1995 (or as otherwise extended); provided that, that neither Parent nor Acquisition has breached any of its obligations hereunder in any case, a willful material respect which breach shall be deemed to cause continuing at such conditions time; (ii) there shall have been a material breach by the Company of any of its covenants or obligations to be incapable performed under this Agreement, and the Company has not cured such breach (if capable of being satisfied for purposes cured) within twenty (20) business days after notice by Parent or Acquisition thereof, provided that neither Parent nor Acquisition has breached any of its obligations hereunder in any material respect which breach shall be continuing at such time; (iii) the Company Board shall have submitted or recommended to the Company's stockholders a Superior Proposal; (iv) the Company Board shall have withdrawn or adversely modified its approval or recommendation of this Section 8.01(eAgreement or the Merger, fails to include its recommendation of this Agreement and the Merger in the Proxy Statement or fails to reconfirm its recommendation of this Agreement and the Merger (including publicly, if requested) within three (3) business days after a reasonable request by Parent for such reconfirmation; (v) the Company Board fails to reject a proposal for a Third Party Acquisition or fails to recommend against a proposal for a Third Party Acquisition in any filing with the SEC made pursuant to Rule 14d-9 or 14e-2 under the Exchange Act within ten (10) days after such proposal is received by or on behalf of the Company or such transaction has been launched, as the case may be; or (vi) the Company shall have convened a Company Stockholders Meeting to vote upon the Merger and shall have failed to obtain the requisite vote of its stockholders at such meeting (including any adjournments thereof).

Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or, subject to the terms of this Agreement, after receipt of the Buyer Stockholder Approval or the CFC Stockholder Approval, as follows: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Buyer and ParentCFC; (b) by Parenteither Buyer or CFC, Acquisition if any Governmental Entity has issued an order or taken any other action permanently enjoining, restraining, or otherwise prohibiting the consummation of the Merger, and such order or other action is final and non-appealable. The right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to the Party seeking to terminate if the failure of such Party to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the cause of the issuance of such an order or the Companytaking of such an action; (c) by either Buyer or CFC, if the Merger does not occur on or before the first anniversary of the date of this Agreement (the “End Date”); provided, however, that (i) the Effective Time End Date may be extended by mutual written consent of the Parties, and (ii) if on the End Date, any of the conditions to Closing set forth in Sections 7.1(c) or 7.1(e) shall not have occurred been satisfied but all other conditions to Closing set forth in Article VII shall be satisfied or capable of being satisfied, then the End Date shall be extended an additional 30 days if either Party notifies the other Party in writing on or before December 15prior to the End Date of its election to extend the End Date; provided, 1995 (provided further, that the right to extend the End Date and the right to terminate this Agreement under pursuant to this Section 8.01(b8.1(c) shall not be available to the Party seeking to extend or terminate if the failure of such Party to perform any party whose failure to fulfill any obligation of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the OfferEnd Date; (d) by the Companyeither Buyer or CFC, if (i) due the Buyer Stockholder Meeting (including any adjournments thereof) shall have concluded and been finally adjourned and the Buyer Stockholder Approval shall not have been obtained or (ii) the CFC Stockholder Meeting (including any adjournments) shall have concluded and been finally adjourned and the CFC Stockholder Approval shall not have been obtained. The right to an occurrence terminate this Agreement pursuant to this Section 8.1(d) shall not be available to the Party seeking to terminate if the failure of such Party to perform any of its obligations under this Agreement required to be performed at or circumstance prior to the Buyer Stockholder Meeting or the CFC Stockholder Meeting, as applicable, has been the cause of the Buyer Stockholder Approval or the CFC Stockholder Approval, as applicable, not having been obtained; (e) by CFC, if Buyer shall have breached or failed to perform any of its representations, warranties, covenants, or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 7.1 or Section 7.2 and (ii)(A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within 30 days following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach or failure and CFC’s intention to terminate this Agreement if such breach or failure is not cured) from CFC of such breach or failure; provided, that CFC shall not have a right to terminate this Agreement pursuant to this Section 8.1(e) if it is then in breach of any representation, warranty, covenant, or other agreement contained in this Agreement that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the a condition set forth in Section 7.01(d) hereof 7.1 or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e).7.3;

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, prior to the Effective Time (notwithstanding any approval thereof of this Agreement by the stockholders of the Company, but prior to the Effective Time:): (a) by mutual written consent duly authorized by the Boards of Directors agreement of the Company and Parent; (b) by either the Company or Parent, Acquisition or the Company, if if: (i) the Effective Time shall Merger has not have occurred been consummated on or before December 15October 2, 1995 2006 (the “End Date”); provided that that, the right to terminate this Agreement under pursuant to this Section 8.01(b10.01(b)(i) shall not be available to any party whose failure to fulfill breach of any obligation under provision of this Agreement has been the cause of or resulted results in the failure of the Effective Time Merger to occur on or before such date), be consummated by the End Date; (ii) there shall be any court Applicable Law which is final and nonappealable that would cause the condition in Section 9.01(b) not to be satisfied; or (iii) (A) the stockholders of competent jurisdiction in the United States or other United States governmental authority Parent shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting voted on (i) the Merger and such order, decree, ruling or other action shall have become final and nonappealableCharter Amendment, or (iiiii) the issuance of shares of New Parent Stock in the Merger, in each case, at the Parent Stockholder Meeting (including any adjournment or postponement thereof), but such portion of the Trigger Events described in Section 8.03 hereof Parent Stockholder Approval shall not have been obtained, or (B) the stockholders of the Company shall have voted on the adoption of this Agreement at the Company Stockholder Meeting (including any adjournment or postponement thereof), but the Company Stockholder Approval shall not have been obtained; (c) by the Company, if: (i) an Adverse Parent Recommendation Change shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of Company Parent set forth in this Agreement, or if any representation or warranty of Company Agreement shall have become untrue, in either case, such occurred that would cause the condition set forth in Section 7.03 hereof would 9.02(a) not to be satisfied, and either (A) Parent is not using its reasonable best efforts promptly to cure such breach or failure or (B) such condition is incapable of being satisfied by the End Date; (iii) any event, occurrence, revelation or development of a state of circumstances or facts shall have occurred that would cause the condition set forth in Section 9.02(e) not to be satisfied and such condition would not reasonably be expected to be capable of being satisfied by the End Date; or (iv) Parent shall have willfully, knowingly and materially breached any of its obligations under Section 6.04 or any of Parent’s directors not affiliated with ▇▇▇▇, named executive officers, or financial advisors shall have willfully, knowingly and materially breached any of its material obligations under Section 6.08 (and, in this respect, the Company hereby confirms that the forgoing Persons have been fully informed of their obligations under Section 6.04 and Section 6.08 hereunder). (d) by Parent, if: (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause the condition set forth in Section 9.03(a) not to be satisfied, and either (A) the Company is not using its reasonable best efforts promptly to cure such breach or before December 15failure or (B) such condition is incapable of being satisfied by the End Date; (ii) any event, 1995 occurrence, revelation or development of a state of circumstances or facts shall have occurred that would cause the condition set forth in Section 9.03(b) not to be satisfied and such condition would not reasonably be expected to be capable of being satisfied by the End Date; (iii) the Company shall have willfully, knowingly and materially breached any of its obligations under Section 7.02; (iv) if the Board of Directors of the Company shall have withdrawn, qualified or as otherwise extended)modified its approval of this Agreement or the Company Board Recommendation in a manner adverse to Parent; or (v) prior to the date of the Parent Stockholder Meeting, the Board of Directors of Parent authorizes Parent, subject to complying with the terms of this Agreement, to enter into any binding definitive agreement with respect to a Superior Proposal; provided that, immediately prior to any such termination, Parent shall have paid to the Company any amounts due pursuant to Section 11.04(b); and provided, further, that in the case of any casesuch termination by Parent, (i) Parent shall have given the Company written notice, at least 20 Business Days prior to such termination, of its intention to terminate this Agreement and to enter into a binding written agreement concerning a transaction that it believes constitutes a Superior Proposal (which notice shall have attached the most current version of the agreement relating to the Acquisition Proposal in question and a summary of any other material terms relating thereto), (ii) Parent shall have, and shall have caused its Representatives to, during such 20 Business Day period, negotiate in good faith with the Company with respect to any changes the Company may wish to make with respect to its proposal, and (iii) the Company does not make, within such 20 Business Day period, a willful breach shall be deemed revised proposal that the Board of Directors of Parent determines in good faith (after consultation with its financial advisor and its outside legal counsel) would, if consummated, result in a transaction at least as favorable to cause such conditions Parent’s stockholders from a financial point of view as the transaction set forth in Parent’s written notice delivered pursuant to be incapable of being satisfied for purposes of clause (i) above. The party desiring to terminate this Agreement pursuant to this Section 8.01(e10.01 (other than pursuant to Section 10.01(a)) shall give notice of such termination to the other party.

Termination. (a) This Agreement may be terminated and the Merger ----------- transactions contemplated herein may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing: (ai) by the Company or the Purchaser, if the Closing has not occurred by December 31, 1997; (ii) by mutual written consent duly authorized by the Boards of Directors of the Company and Parentthe Purchaser; (biii) by Parentthe Company, Acquisition if there has been a material misrepresentation or breach of warranty on the part of the Purchaser in the representations and warranties contained herein or a material breach of covenants on the part of the Purchaser and the same has not been cured within 30 days after notice thereof; (iv) by the Purchaser, if there has been a material misrepresentation or breach of warranty on the part of the Company in the representations and warranties contained herein or a material breach of covenants on the part of the Company and the same has not been cured within 30 days after notice thereof; (v) by the Purchaser, in accordance with Section 4.6, if the terms of the Additional Commitment Letter are materially and adversely different from those contained in the August 6th Commitment Letter; or (vi) by either the Purchaser or the Company, if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Governmental Entity shall have issued an a final order, decree or ruling or taken any other action restrainingpermanently enjoining, enjoining restraining or otherwise prohibiting the Merger Asset Acquisition or the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable, provided that the party seeking to terminate shall have used its best efforts to appeal such order, decree, ruling or other action. (iiib) Notwithstanding anything herein to the contrary, the right to terminate this Agreement under this Section 8.1 shall not be available to any party to the extent the failure of such party to fulfill any of its obligations under this Agreement has been the Trigger Events described in Section 8.03 hereof shall have occurred;cause of, or resulted in, the failure of the Closing to occur on or before such date (as a result, for example, of an action or failure to act causing a failure of a condition precedent). (c) by Parent or Acquisition, if due A party terminating this Agreement pursuant to an occurrence or circumstance which would result in a failure to satisfy any of this Section 8.1 shall give written notice thereof the conditions set forth in Annex A other party hereto, Parent whereupon this Agreement shall have (i) failed to commence terminate and be of no further force and effect, the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer transactions contemplated hereby shall have expired be abandoned without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) further action by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent party and there shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement be no liability on the part of the Company set forth or the Purchaser, except as provided in this Agreement, or if Section 9.7 hereof and except for any representation or warranty of Company shall have become untrue, in either case, such liability for any willful breach hereof; provided however that the condition set forth in Section 7.03 hereof would be incapable provisions of being satisfied on or before December 15Sections 5.1, 1995 (or as otherwise extended); provided that, in 7.1 and 7.2 shall survive any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)termination.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by either the Company or Parent, Acquisition or the Company, if : (i) if any Governmental Entity having jurisdiction over any Party shall have issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the Effective Time consummation of the Merger and such order, decree, ruling or injunction or other action shall not have occurred on become final and nonappealable, or before December 15if there shall be adopted any Law that permanently makes consummation of the Merger illegal or otherwise permanently prohibited; provided, 1995 (provided however, that the right to terminate this Agreement under this Section 8.01(b8.1(b)(i) shall not be available to any party Party whose failure to fulfill any obligation material covenant or agreement under this Agreement has been the cause of or resulted in the action or event described in this Section 8.1(b)(i) occurring; (ii) if the Merger shall not have been consummated on or before 5:00 p.m. Houston time, on May 31, 2019 (such date being the “End Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any Party whose failure to fulfill any material covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Effective Time Merger to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or ; (iii) in the event of a breach by the other Party of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 7.2(a) or (b) or Section 7.3(a) or (b), as applicable, if it was continuing as of the Trigger Events described Closing Date and (B) cannot be or has not been cured by the earlier of thirty (30) days after the giving of written notice to the breaching Party of such breach and the basis for such notice, and two (2) Business Days prior to the End Date (a “Terminable Breach”); provided, however, that the terminating Party is not then in Section 8.03 hereof Terminable Breach of any representation, warranty, covenant or other agreement contained in this Agreement; or (iv) if (A) the Company Stockholder Approval shall not have occurred;been obtained upon a vote held at a duly held Company Stockholders Meeting, or at any adjournment or postponement thereof or (B) the Parent Stockholder Approval shall not have been obtained upon a vote held at a duly held Parent Stockholders Meeting, or at any adjournment or postponement thereof. (c) by Parent or AcquisitionParent, prior to the time the Company Stockholder Approval is obtained, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent Company Board shall have (i) failed to commence the Offer on effected a Company Change of Recommendation, whether or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase not such Company Change of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the OfferRecommendation is permitted by this Agreement; (d) by the CompanyParent, if (i) due to an occurrence or circumstance that would result the Company is in a failure to satisfy violation in any material respect of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in its obligations under Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or6.3; (e) by Parent or Acquisitionthe Company, upon prior to the time the Company Stockholder Approval is obtained, in order to enter into a breach of any material representationdefinitive agreement with respect to a Company Superior Proposal; provided, warrantyhowever, covenant or agreement on that the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untruecontemporaneously with such termination tendered payment to Parent of the fee pursuant to Section 8.3(b) and the Company has complied in all material respects with Section 6.3(b)(iii) in respect of such Company Competing Proposal; (f) by the Company, prior to the time the Parent Stockholder Approval is obtained, if the Parent Board shall have effected a Parent Change of Recommendation, whether or not such Parent Change of Recommendation is permitted by this Agreement; or (g) by the Company, if Parent is in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, violation in any case, a willful breach shall be deemed to cause such conditions to be incapable material respect of being satisfied for purposes of this its obligations under Section 8.01(e)6.4.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Timeterminated: (a) by mutual written consent duly authorized by the Boards of Directors of Parent and the Company and Parent;at any time prior to the Effective Time; or (b) by Parent, Acquisition either the Company or the Company, if Parent as follows: (i) if the Effective Time shall not have occurred on or before December 15April 25, 1995 2017 (provided the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b7.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in if the failure of the Effective Time to occur on or before the Outside Date was primarily caused by or resulted primarily from the failure of such date)party (or in the case of Parent, Merger Sub) to fulfill any of its obligations under this Agreement in any material respect; (ii) if any Judgment issued by a court of competent jurisdiction in the United States or by a Governmental Authority, or Law or other United States governmental authority shall have issued an orderlegal restraint or prohibition, decree in each case making the consummation of the Merger illegal or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting preventing the Merger consummation thereof shall be in effect and such order, decree, ruling or other action shall have become final and nonappealable; provided that the right to terminate pursuant to this Section 7.1(b)(ii) shall not be available if the issuance of such Judgment, legal restraint or prohibition was primarily caused by or resulted primarily from the failure of such party (or in the case of Parent, Merger Sub) to fulfill any of its obligations under this Agreement in any material respect; (iii) if the Required Company Shareholder Approval has not been obtained at the Company Shareholders Meeting, after all adjournments or postponements thereof taken in accordance with this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(b)(iii) shall not be available to any party if the failure to obtain the Required Company Shareholder Approval was primarily caused by or resulted primarily from the failure of such party (or in the case of Parent, Merger Sub) to fulfill any of the Trigger Events described its obligations under this Agreement in Section 8.03 hereof shall have occurredany material respect; (c) by Parent or AcquisitionParent, prior to the time the Required Company Shareholder Vote is obtained, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on a Company Adverse Change Recommendation shall have occurred (whether or before September 12, 1995, not in compliance with Section 5.7); (ii) terminated the Offer Company Board shall (A) approve, adopt or recommend any Takeover Proposal; or (B) approve or recommend, or enter into or allow the Offer shall have expired without the Company to enter into, a merger agreement, share purchase of Shares sufficient to satisfy the condition set forth agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive Contract (other than a confidentiality agreement contemplated by Section 5.7(a)) providing for a Takeover Proposal (whether or not in compliance with Section 7.01(d) hereof, 5.7); or (iii) the Company shall have distributed the Proxy Statement and failed to accept for payment Shares sufficient to satisfy include the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the OfferBoard Recommendation and other Board Action therein; (d) by the Company, if (i) due at any time prior to, but not after, the time the Required Company Shareholder Vote is obtained, in accordance with Section 5.7(d)(ii), provided that the Company, concurrently with such termination, pays the Termination Fee to an occurrence or circumstance that would result Parent in a failure to satisfy any accordance with the applicable provisions of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or7.3; (e) by Parent or AcquisitionParent, upon prior to the Effective Time, if there has been a breach of or failure to perform any material representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, which breach or if failure to perform (i) would cause any representation or warranty of Company shall have become untrue, in either case, such that the condition conditions set forth in Section 7.03 hereof would Article 6 not to be satisfied; and (ii) is incapable of being satisfied on cured prior to the Outside Date or, if curable, has not been cured within the earlier of (x) the Outside Date and (y) 30 days after written notice thereof has been given by Parent to the Company; provided that neither Parent nor Merger Sub is then in breach of any representation, warranty, covenant or before December 15, 1995 agreement under this Agreement (except where such breach by Parent or as otherwise extendedMerger Sub would not cause any of the conditions set forth in Article 6 not to be satisfied); provided thator (f) by the Company, prior to the Effective Time, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of Parent or Merger Sub set forth in any casethis Agreement, which breach or failure to perform (i) shall have had a willful breach shall be deemed to cause such conditions to be Parent Material Adverse Effect; and (ii) is incapable of being satisfied for purposes cured prior to the Outside Date or, if curable, has not been cured within the earlier of (x) the Outside Date and (y) 30 days after written notice thereof has been given by the Company to Parent; provided that the Company is not then in breach of any representation, warranty, covenant or agreement under this Agreement (except where such breach by the Company would not cause any of the conditions set forth in Article 6 not to be satisfied). (g) The party desiring to terminate this Agreement shall deliver written notice of such termination to the other party, setting forth in such notice the provision of this Section 8.01(e)7.1 pursuant to which such party is terminating this Agreement.

Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger ----------- may be abandoned by written notice of termination at any time by written notice, notwithstanding approval thereof by before the stockholders of the Company, but prior to the Effective TimeClosing Date only as follows: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Parent and Parent;CHE; or (b) subject to Section 5.1.2 and 5.2.2, by Parent, Acquisition Parent or CHE if the Company, if (i) the Effective Time Closing shall not have occurred on or before December 15by July 31, 1995 (provided 2002, provided, however, that the right to terminate this Agreement under this Section 8.01(b8.1(b) shall not be available to any party Party whose failure to fulfill perform any obligation under this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Closing to occur on or before such date); or (c) by Parent or CHE, (ii) if any court of competent jurisdiction in the United States or other United States governmental authority Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger payment of the Purchase Price and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer;; or (d) by the CompanyParent or CHE, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent Board shall have (A) failed authorized CHE to commence enter into a written agreement concerning a transaction that the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnBoard has determined is a Superior Proposal; or (e) by Parent or AcquisitionCHE, upon if the Required Company Vote shall not have been obtained at the CHE Stockholders' Meeting; or (f) by CHE, in the event of a breach in any material respect by Parent or Purchaser of any material representation, warranty, covenant or agreement on contained in this Agreement which (i) cannot or has not been cured within 15 days after the part giving of Company written notice of such breach to Parent and Purchaser and has not been waived by CHE pursuant to the provisions hereof and (ii) would cause the conditions set forth in this AgreementArticle V not to be satisfied; (g) by Parent, or if any representation or warranty of Company the Board shall have become untruewithdrawn or modified its approval or recommendation of this Agreement or the transactions contemplated hereby; or (h) by Parent, in either casethe event of a breach in any material respect by Seller or CHE of any representation, warranty, covenant or agreement contained in this Agreement which (i) cannot or has not been cured prior to 15 days after the giving of written notice of such that breach to Seller and has not been waived by Parent pursuant to the condition provisions hereof and (ii) would cause the conditions set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions Article V not to be incapable of being satisfied for purposes of this Section 8.01(e)satisfied.

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time:Time (with any termination by Parent also being an effective termination by Merger Sub): (ai) by mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (bii) by Parent, Acquisition Parent or the Company, if Company if: (i1) the Effective Time shall Merger is not have occurred consummated on or before December March 15, 1995 (provided 2009; provided, however, that the right to terminate this Agreement under this Section 8.01(bclause (ii)(A) shall not be available to any party whose failure to fulfill any obligation breach of a representation, warranty, covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Effective Time Closing to occur on or before such date), ; or (ii2) any court of competent jurisdiction in the United States or other United States governmental authority a Governmental Entity shall have issued an order, decree or ruling Order or taken any other action action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger and such orderMerger, decree, ruling which Order or other action shall have become is final and nonappealablenon-appealable, provided, however, that the right to terminate this Agreement under this Section shall not be available to a party if the imposition of such Order or other action was caused by the failure of such party to perform any of its obligations under this Agreement; (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred;by Parent if: (c1) by Parent or Acquisition, if due to an occurrence or circumstance which would result in there has been a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) breach by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach Company of any material representation, warranty, covenant or agreement on the part of Company set forth contained in this Agreement, Agreement or if any representation or warranty of the Company shall have become untrue, in either case, case such that the condition conditions set forth in Section 7.03 hereof 7.2(a) or Section 7.2(b) would not be incapable satisfied, provided, however, that if such breach in the Company’s representations and warranties or breach by the Company is curable by the Company through exercise of commercially reasonable efforts, then this Agreement may not be terminated pursuant to this Section until the expiration of a fifteen (15) day period after delivery of written notice of such breach (it being satisfied on or before December understood that this Agreement may not be terminated pursuant to this Section if such breach is cured during such fifteen (15, 1995 (or as otherwise extended) day period); provided thator (2) in the event that changes or developments occur which, individually or in the aggregate, have resulted, or are reasonably likely to result in, a Company Material Adverse Effect; provided, however, that if such Company Material Adverse Effect is curable by the Company through exercise of commercially reasonable efforts, then this Agreement may not be terminated pursuant to this Section until the expiration of a [***] after delivery of written notice of such Company Material Adverse Effect (it being understood that this Agreement may not be terminated pursuant to this Section if such Company Material Adverse Effect is cured during such [***]). (iv) by the Company if: (1) there has been a breach by Parent of any representation, warranty, covenant or agreement contained in this Agreement or if any representation or warranty of Parent shall have become untrue, in any caseeither case such that the conditions set forth in Section 7.3(a) or Section 7.3(a) would not be satisfied, a willful provided, however, that if such breach shall in the Company’s representations and warranties or breach by the Company is curable by the Company through exercise of commercially reasonable efforts, then this Agreement may not be deemed terminated pursuant to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(euntil the expiration of a [***] after delivery of written notice of such breach (it being understood that this Agreement may not be terminated pursuant to this Section if such breach is cured during such [***]). (b) The party desiring to terminate this Agreement pursuant to Section 8.1(a)(ii), (iii) or (iv) shall give written notice of such termination to the other parties hereto.

Termination. This Agreement may only be terminated and the Merger ----------- transactions contemplated hereby may only be abandoned (at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time:Closing): (a) by mutual written consent duly authorized by the Boards of Directors of the Company Parent and Parent;Buyer; or (b) by Parent, Acquisition either the Parent or the Company, if Buyer: (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any if a court of competent jurisdiction in the United States or other United States governmental authority Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; (ii) if the Closing shall not have occurred on or before December 31, 2012 (the “Termination Date”); provided, however, that (i) the right to terminate this Agreement shall not be available to any party whose delay or breach of this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date and (ii) if applicable, if the waiting period under any antitrust or competition law shall not have expired or been terminated, or any approval required under any such law shall not yet have been obtained, then such date shall be extended for a period of thirty (30) days. (iii) any by Buyer, if there has been a material misrepresentation, breach of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) warranty or breach of covenant by Seller, Parent or AcquisitionInternational Subsidiary in the representations, if due to an occurrence or circumstance warranties and covenants set forth in this Agreement which (i) would result in a failure of a condition set forth in Section 6.2 and (ii) cannot be cured prior to satisfy the Termination Date; provided that Buyer is not then in breach of this Agreement such that any of the conditions set forth in Annex A heretoSection 6.1 or Section 6.2 would not be satisfied; or cannot be cured prior to the Termination Date; and (iv) by Parent, Parent shall have if there has been a material misrepresentation, breach of warranty or breach of covenant by Buyer in the representations, warranties and covenants set forth in this Agreement which (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase would result in a failure of Shares sufficient to satisfy the a condition set forth in Section 7.01(d6.3 and (ii) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant cannot be cured prior to the Offer within 60 days following the commencement Termination Date; provided that neither Seller, Parent or International Subsidiary is then in breach of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance this Agreement such that would result in a failure to satisfy any of the conditions set forth in Annex A hereto Section 6.1 or otherwise, Parent shall have (A) failed to commence the Offer on Section 6.3 would not be satisfied; or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant cannot be cured prior to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)Termination Date.

Termination. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing Date: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Company, Parent, the Sellers and ParentVirgin Group; (b) by Parent, Acquisition or the Company, Parent or the Sellers if (i) the Effective Time transactions contemplated by this Agreement shall not have occurred been consummated on or before December 15October 31, 1995 2008 (provided the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b11.1(b) shall not be available to any party whose (i) the Company and the Sellers, if the Company’s or the Sellers’s failure to fulfill any obligation of its obligations under this Agreement or violation or breach of any covenant, agreement, representation or warranty contained in this Agreement (including any violation or breach that is the subject of any notice delivered by Parent pursuant to Section 11.1(d)) has been the cause of of, or has resulted in in, the failure of the Effective Time Closing to occur on or before such date; or (ii) Parent, if Parent’s or Virgin Group’s failure to fulfill any of its obligations under this Agreement or violation or breach of any covenant, agreement, representation or warranty contained in this Agreement (including any violation or breach that is the subject of any notice delivered by the Company or the Sellers pursuant to Section 11.1(e)) has been the cause of, or has resulted in, the failure of the Closing to occur on or before such date; (c) by the Company, Parent or the Sellers if (i) any Governmental Authority, the consent of which is a condition to the obligations of the parties hereto to consummate the transactions contemplated by this Agreement, shall have determined not to grant its consent and all appeals of such determination, to the extent available, shall have been taken and have been unsuccessful, or (ii) any court of competent jurisdiction in the United States or other United States governmental authority any state shall have issued an order, judgment or decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action Governmental Order shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by Parent, if there has been a material violation or breach by the Company, if (i) due to an occurrence Helio, SKT or circumstance that would result EarthLink of any covenant, agreement, representation or warranty contained in a failure to satisfy this Agreement which has rendered the satisfaction of any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 obligations of Parent impossible and such violation or breach has not been cured by the Company, Helio, SKT or EarthLink within twenty (20) days following after Parent delivers to the commencement Company and the Sellers a written notice of the Offer, such violation or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnbreach; orand (e) by the Company or the Sellers, if there has been a material violation or breach by Parent or Acquisition, upon a breach Virgin Group of any material representationcovenant, warrantyagreement, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty contained in this Agreement which has rendered the satisfaction of any condition to the obligations of the Company shall have become untrue, in either case, or the Sellers impossible and such that violation or breach has not been cured by Parent or Virgin Group within twenty (20) days after the condition set forth in Section 7.03 hereof would be incapable Company or the Sellers delivers to Parent a written notice of being satisfied on such violation or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)breach.

Termination. This Agreement may be terminated terminated, and the Merger ----------- contemplated hereby may be abandoned abandoned, at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, as set forth below in this Section 8.1, by action taken or authorized by the Board of Directors of the terminating Party or Parties, whether before or after the Stockholder Approval: (a) by By mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either Parent or the Company, if : (i) if the Effective Time Stockholder Approval is not obtained at the Company Stockholders’ Meeting or any adjournment thereof at which this Agreement has been voted upon; (ii) if the Merger shall not have occurred on or before December 15been consummated by August 31, 1995 2007 (provided the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b8.1(b)(ii) shall not be available to any party Party whose failure to fulfill material breach of any obligation under provision of this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Merger to occur on or before such date), the Termination Date; or (iiiii) if there shall be any court Law that makes consummation of the Merger illegal or otherwise prohibited or any Order of any Governmental Entity having competent jurisdiction in enjoining the United States Company, Parent or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting Merger Sub from consummating the Merger is entered and such order, decree, ruling or other action shall have Order has become final and nonappealablenonappealable and, or (iii) any of prior to termination pursuant to this Section 8.1(b)(iii), the Trigger Events described in Section 8.03 hereof terminating Party shall have occurred;complied in all material respects with its obligations under Section 6.5; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(iii) shall not be available to any Party whose breach of any provision of this Agreement results in the imposition of any such Order or the failure of such Order to be resisted, resolved or lifted, as applicable. (c) by the Company: (i) if (x) Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy Merger Sub shall have breached any of the conditions set forth covenants or agreements contained in Annex A hereto, this Agreement to be complied with by Parent shall have (i) failed to commence or Merger Sub such that the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the closing condition set forth in Section 7.01(d) hereof, 7.3.2 would not be satisfied or (iiiy) failed to accept for payment Shares sufficient to satisfy there exists a breach of any representation or warranty of Parent or Merger Sub contained in this Agreement such that the closing condition set forth in Section 7.01(d7.3.1 would not be satisfied, and, in the case of either (x) hereof pursuant or (y), such breach is incapable of being cured by the earlier to occur of (i) twenty (20) Business Days after Parent or Merger Sub receives written notice of such breach from the Company or (ii) the Termination Date; (ii) if, prior to the Offer within 60 days following the commencement obtaining of the Offer;Stockholder Approval, there has been a Company Adverse Recommendation Change; or (iii) if, prior to the obtaining of the Stockholder Approval, (x) the Company is concurrently entering into a definitive agreement for a Superior Proposal and (y) not later than the day of such termination, Parent has received any Termination Fee required to be paid under Section 8.4. (d) by the Company, if Parent: (i) due to an occurrence or circumstance that would result in a failure to satisfy if (x) the Company shall have breached any of the conditions set forth covenants or agreements contained in Annex A hereto or otherwise, Parent shall have (A) failed this Agreement to commence be complied with by the Offer on or before September 12, 1995, (B) terminated Company such that the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the closing condition set forth in Section 7.01(d) hereof 7.2.2 would not be satisfied or (Cy) failed to accept for payment Shares sufficient to satisfy there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.01(d7.2.1 would not be satisfied, and, in the case of either (x) hereof pursuant or (y), such breach is incapable of being cured by the earlier to occur of (i) twenty (20) Business Days after the Offer with 60 days following the commencement Company receives written notice of the Offer, such breach from Parent or (ii) all conditions set forth in Annex A hereto have the Termination Date; (ii) if, prior to the obtaining of the Stockholder Approval, (x) there has been satisfied or waived and Parent shall have a Company Adverse Recommendation Change, (y) the Company has failed to accept for payment include the Company Recommendation in the Proxy Statement or (z) the Company Board approves or recommends a Takeover Proposal to the holders of Company Common Stock or approves or recommends that holders of Company Common Stock tender their shares of Company Common Stock in any Shares validly tendered and not withdrawntender offer or exchange offer that is a Takeover Proposal; or (eiii) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on if the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untruematerially breached any of its covenants or agreements contained in Section 6.2.3, in either caseSection 6.4.1, or Section 6.4.3 of this Agreement such that the closing condition set forth in Section 7.03 hereof 7.2.2 would not be satisfied and, with respect to a material breach of Section 6.2.3, such breach is incapable of being satisfied on cured prior to the expiration of ten (10) calendar days after the Company receives written notice of such breach from Parent; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(d)(iii) shall not be available to Parent if it or before December 15, 1995 (or as otherwise extended); provided that, Merger Sub is in material breach of any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes provision of this Section 8.01(e)Agreement.

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: (a) Closing by mutual written consent duly authorized by the Boards of Directors of the Company and Parent;Parties. (b) This Agreement may be terminated by ParentSeller, Acquisition on the one hand, or Buyer, on the Companyother hand, if upon written notice to the other Party, (i) at any time prior to the Effective Time Closing if any court of competent jurisdiction shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Closing, and such Order shall have become final and non-appealable; provided, that the Party seeking to terminate this Agreement pursuant to this Section 9.1(b)(i) shall have used its commercially reasonable efforts to seek relief from such Order; (ii) at any time prior to the Closing if any Law shall have been enacted or issued by any Governmental Authority which prohibits the consummation of the transactions contemplated by this Agreement; or (iii) if the Closing shall not have occurred or is not reasonably likely to occur within six (6) months after the date of this Agreement (the “Outside Date”) (provided, that (x) if on the Outside Date all the Consents required in order to satisfy the conditions set forth in Section 7.1(c) or Section 7.2(c) have not been obtained and such Consents are being diligently pursued by the appropriate Party, and all of the other conditions to Closing contained in Article VII have been fulfilled or are capable of being fulfilled, then, at the option of either Buyer or Seller (which shall be exercised by written notice on or before December 15the Outside Date), 1995 the Outside Date shall be extended to nine (provided 9) months after the date of this Agreement, and (y) in all events, if at any time the Outside Date is a date that is before the “Termination Date” (as defined in the Merger Agreement), then the Outside Date shall automatically be extended to be the same date as such “Termination Date”); provided, however, that the right to so terminate this Agreement under this Section 8.01(b9.1(b)(iii) shall not be available to any party Party whose failure to fulfill any obligation under breach of this Agreement has been the cause of caused, or resulted in in, the failure of the Effective Time Closing to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred;. (c) This Agreement may be terminated by Parent or AcquisitionBuyer, upon written notice to Seller at any time prior to Closing, if due to an occurrence there has been a material breach by Seller of any covenant, agreement, representation or circumstance warranty contained in this Agreement, which would result in breach has had a failure to satisfy any Material Adverse Effect and such breach is not cured by the earlier of the conditions set forth Closing Date or the date that is thirty (30) days after receipt by Seller of notice specifying in Annex A heretoreasonable detail the nature of such breach, Parent unless Buyer shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer;previously waived such breach. (d) This Agreement may be terminated by Seller, upon written notice to Buyer at any time prior to Closing, if there has been a material breach by Buyer of any covenant, agreement, representation or warranty contained in this Agreement, which breach has had a Buyer Material Adverse Effect, and such breach is not cured by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any earlier of the conditions set forth Closing Date or the date that is thirty (30) days after receipt by Buyer of notice specifying in Annex A hereto or otherwisereasonable detail the nature of such breach, Parent unless Seller shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or previously waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orsuch breach. (e) This Agreement may be terminated by Parent or AcquisitionSeller, upon a breach of written notice to Buyer at any material representationtime prior to Closing, warranty, covenant or agreement on if the part of Company set forth in this Agreement, or if Merger Agreement has been terminated for any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)reason.

Termination. This Agreement may be terminated and the Merger ----------- transactions contemplated by this Agreement may be abandoned at any time by written noticetime, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing, only as follows: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Buyer and Parentthe Seller at any time prior to the Closing; (b) by Parentthe Buyer, Acquisition upon written notice to the Seller at any time prior to the Closing, in the event that the Seller has breached any representation, warranty, or covenant contained in this Agreement that would cause the provisions of Section 9.2 not to be satisfied, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach; (c) by the Seller, upon written notice to the Buyer at any time prior to the Closing, in the event that the Buyer has breached any representation, warranty, or covenant contained in this Agreement that would cause the provisions of Section 9.3 not to be satisfied, the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach; (d) by the Buyer or the CompanySeller, upon written notice to the other party at any time prior to the Closing, if (i) the Effective Time Closing Date shall not have occurred on or before December 15June 30, 1995 (provided 2002; provided, however, that the right to terminate this Agreement under this Section 8.01(b11.1(d) shall not be available to any party whose failure to fulfill breach of any obligation under this Agreement has been the cause of of, or has resulted in in, the failure of the Effective Time Closing Date to occur on or before such date); (e) by the Buyer or the Seller, (ii) upon written notice to the other party at any time prior to the Closing, if any court of competent jurisdiction in the United States or any other Governmental Authority in the United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger transactions contemplated hereby and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 11.1(e) shall not be available to any party whose breach of any obligation under this Agreement has been the cause of, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent has resulted in, such order, decree, ruling or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnother action; or (ef) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrueBuyer, in either case, such the event that the condition set forth in Seller fails to satisfy the requirements of Section 7.03 hereof would be incapable of being satisfied on or before December 156.10 by April 1, 1995 (or as otherwise extended)2002; provided that, in any casethe event the Seller fails to satisfy the requirements of Section 6.10 by April 1, a willful breach 2002, and this Agreement is not terminated under this Section 11.1(f), the parties agree that the Target Net Asset Value shall be deemed increased by an amount equal to cause such conditions to be incapable the consolidated earnings of being satisfied the Company and the Company Subsidiaries for purposes of this Section 8.01(e)the period from March 1, 2002 through the Closing Date.

Termination. This Agreement may be terminated and the Merger ----------- Reorganization contemplated hereby may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after any approval by the stockholders of VoiceStream or Powertel of the matters presented in connection with the Reorganization: (a) by mutual written consent duly authorized by the Boards of Directors of the Company VoiceStream and ParentPowertel; (b) by Parent, Acquisition either VoiceStream or the Company, if Powertel: (i) if the Effective Time shall Reorganization has not have occurred been effected on or before prior to the close of business on December 1531, 1995 2001 (the "Termination Date"); provided that in the event both the DT Merger Agreement and the Powertel Merger Agreement shall have terminated, the Termination Date shall instead be the later of September 30, 2001 and the date that is thirty (30) days after the date of termination of the DT Merger Agreement and the Powertel Merger Agreement; provided further that the right to terminate this Agreement under pursuant to this Section 8.01(b7.01(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Reorganization to occur have occurred on or before prior to such date), ; or (ii) if any court of competent jurisdiction in the United States or other United States governmental authority Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining(including by enacting any law or regulation) (which order, enjoining decree, ruling or other action Powertel and VoiceStream shall use its reasonable best efforts to lift) permanently enjoining, restraining or otherwise prohibiting or making illegal the Merger transactions contemplated by this Agreement and such order, decree, decree or ruling or other action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.01(b)(ii) shall not be available to any party who has not used its reasonable best efforts to cause such order to be lifted or (iii) any of the Trigger Events described in otherwise taken such action as is required to comply with Section 8.03 hereof shall have occurred5.14; (c) by Parent or Acquisition, VoiceStream if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) Powertel shall have failed to commence comply with any of its covenants or agreements contained in this Agreement required to be complied with prior to the Offer date of such termination, except as would not reasonably be expected to have a Material Adverse Effect on VoiceStream or before September 12the transactions contemplated by this Agreement, 1995which failure to comply cannot be or has not been cured within 30 days after receipt by Powertel of written notice of such failure to comply, (ii) terminated the Offer stockholders of Powertel shall not approve and adopt the Agreement at the Powertel Stockholders Meeting or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereofany adjournment thereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to stockholders of VoiceStream shall not approve and adopt the Offer within 60 days following Agreement at the commencement of the OfferVoiceStream Stockholders Meeting or any adjournment thereof; (d) by the Company, Powertel if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent VoiceStream shall have failed to accept for payment comply with any Shares validly tendered of its respective covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination, except as would not reasonably be expected to have a Material Adverse Effect on Powertel or VoiceStream or the transactions contemplated by this Agreement, which failure to comply cannot be or has not been cured within 30 days after receipt by VoiceStream of written notice of such failure to comply, (ii) the stockholders of Powertel shall not approve and adopt the Agreement at the Powertel Stockholders Meeting or any adjournment thereof; or (iii) the stockholders of VoiceStream shall not withdrawnapprove and adopt the Agreement at the VoiceStream Stockholders Meeting or any adjournment thereof; (e) (i) by Powertel if there has been a breach by VoiceStream of any representation or warranty (disregarding all qualifications and exceptions contained therein relating to materiality or a Material Adverse Effect or any similar standard or qualification) except any breach that would not reasonably be expected to have a Material Adverse Effect on VoiceStream or the transactions contemplated by this Agreement, in each case which breach cannot be or has not been cured within 30 days after receipt by the breaching party of written notice of the breach and (ii) by VoiceStream if there has been a breach by Powertel of any representation or warranty (disregarding all qualifications and exceptions contained therein relating to materiality or a Material Adverse Effect or any similar standard or qualification) except any breach that would not reasonably be expected to have a Material Adverse Effect on Powertel or VoiceStream or the transactions contemplated by this Agreement, in each case which breach cannot be or has not been cured within 30 days after receipt by the breaching party of written notice of the breach; or (ef) by Parent or Acquisitionautomatically, upon a breach without any action being required of any material representationparty hereto, warranty, covenant or agreement on concurrently with the part closing of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)DT Merger.

Termination. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Merger ----------- Acquisition may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing (notwithstanding any approval of this Agreement by the Parent Stockholders: (a) by the mutual consent of PESI and Parent in a written consent duly authorized by the Boards of Directors of the Company and Parentinstrument; (b) by Parenteither Parent or PESI upon written notice to the other, Acquisition or the Company, if if: (i) the Effective Time Acquisition shall not have occurred been consummated on or before December 15the earlier of (A) August 30, 1995 2011, or (provided B) five Business Days after the expiration of the 20-day waiting period after the mailing date of the Information Statement, or such later date, if any, as PESI and Parent agree upon in writing (as such date may be extended, the “Termination Date”); provided, however that the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to a party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Acquisition to have been consummated on or before such date; provided further, however, that if on the Termination Date the conditions to the consummation of the Acquisition set forth in either or both of Sections 7.1(c) and 7.1(e) shall not be fulfilled but all other conditions shall be fulfilled or shall be capable of being fulfilled, then the Termination Date shall be extended by 30 days, and such date shall become the Termination Date for the purposes of this Agreement; (ii) any Governmental Entity shall have issued a Law or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting consummation of the Acquisition or making consummation of the Acquisition illegal and such Law or other action shall have become final and nonappealable; provided, however, that the right to terminate pursuant to this Section 8.01(b7.1(b)(ii) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of or resulted in such action or who is then in material breach of Section 5.4 with respect to such action; or (iii) the Parent Stockholders fail to approve this Agreement because of the failure to obtain the Parent Required Votes; provided, however, that Parent’s right to terminate pursuant to this Section 7.1(b)(iii) shall not be available to Parent if Parent’s failure to fulfill any material obligation under this Agreement has been the cause of or resulted in such failure of the Effective Time stockholders of Parent to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any adopt this Agreement through written consents obtained pursuant to Section 228 of the Trigger Events described in DGCL or Parent has not made the payments required to be made by Parent to PESI pursuant to Section 8.03 hereof shall have occurred9.1(b) hereof; (c) by Parent or AcquisitionParent, upon written notice to PESI, if due PESI shall have breached or failed to an occurrence perform any of its representations, warranties, covenants or circumstance other agreements contained in this Agreement, which would result in a breach or failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have perform (i) failed would give rise to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase failure of Shares sufficient to satisfy the a condition set forth in Section 7.01(dSections 6.2(a) hereof, or 6.2(b) and (iiiii) is incapable of being cured by PESI prior to the Termination Date or is not cured by PESI within 30 days following receipt of written notice from Parent of such breach or failure to perform; provided that Parent shall not have the right to terminate this Agreement pursuant to this clause (c) if Parent is then in material breach or has materially failed to accept for payment Shares sufficient to satisfy the condition set forth perform any of its representations, warranties or covenants in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offerthis Agreement; (d) by Parent, upon written notice to PESI, if, prior to obtaining the CompanyParent Required Vote, if Parent Board or a committee thereof has made a Parent Adverse Recommendation Change pursuant to Section 5.2 and Parent Board or any committee thereof has authorized Parent to enter into an Acquisition Agreement in respect of the related Superior Proposal; provided, however, that (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have previously paid or shall concurrently pay to PESI the Parent Termination Fee and reimbursement for Out-of-Pocket Expenses pursuant to Section 9.1(b) and (Aii) Parent has not breached its covenants or other agreements contained in Section 5.2; (e) by PESI, upon written notice to Parent, if Parent or the Company shall have breached or failed to commence perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase failure of Shares sufficient to satisfy the a condition set forth in Section 7.01(dSections 6.3(a) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer6.3(b), or and (ii) all conditions set forth is incapable of being cured by Parent prior to the Termination Date or is not cured by Parent within 30 days following receipt of written notice from PESI of such breach or failure to perform; provided that PESI shall have no right to terminate this Agreement pursuant to this clause (e) if PESI is then in Annex A hereto material breach or has materially failed to perform any of its representations, warranties or covenants in this Agreement; or (f) by PESI, upon written notice to Parent, (i) if a Parent Adverse Recommendation Change shall have been satisfied occurred or waived and Parent Board or any committee thereof shall have resolved to make a Parent Adverse Recommendation Change, (ii) if Parent shall have recommended, adopted or approved, or proposed publicly to recommend, adopt or approve any Acquisition Proposal or Acquisition Agreement relating thereto, (iii) if Parent shall have failed to accept reaffirm the recommendation of Parent Board that Parent stockholders vote in favor of the adoption of this Agreement within three Business Days following receipt from PESI of a written request for payment any Shares validly tendered and such reaffirmation or (iv) within 10 Business Days after a tender or exchange offer relating to securities of Parent has first been published or announced, Parent shall not withdrawn; orhave sent or given to Parent stockholders pursuant to Rule 14e-2 promulgated under the Exchange Act a statement disclosing that the Parent Board recommends rejection of such tender or exchange offer. (eg) by Parent or AcquisitionPESI, upon a breach of any material representationwritten notice to Parent, warranty, covenant or agreement on the part of Company set forth in if PESI terminates this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Agreement pursuant to Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)5.19.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned terminated, at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, by action taken or authorized by the board of directors of the terminating party or parties, whether before or after any Required Shareholder Vote has been obtained only: (a) by mutual consent of IPC, Amalgamation Sub and Validus in a written consent duly authorized by the Boards of Directors of the Company and Parentinstrument; (b) by Parenteither IPC or Validus, Acquisition or upon written notice to the Companyother party, if (i) a Governmental Entity of competent jurisdiction that must grant a Requisite Regulatory Approval has denied such Requisite Regulatory Approval and such denial has become final and nonappealable; or any Governmental Entity of competent jurisdiction shall have issued an order, judgment, decision, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Effective Time shall not have occurred on Amalgamation, and such order, decree, ruling or before December 15, 1995 (other action has become final and nonappealable; provided that the right to terminate this Agreement under this Section 8.01(b7.1(b) shall not be available to any party whose failure to fulfill comply in any obligation under material respect with Section 5.3 or any other provision of this Agreement has been the direct cause of of, or resulted directly in, such action; (c) by either IPC or Validus, upon written notice to the other party, if the Amalgamation shall not have been consummated on or prior to January 31, 2010; provided that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to comply in any material respect with any provision of this Agreement has been the direct cause of, or resulted directly in, the failure of the Effective Time to occur on or before prior to such date; (d) by IPC or Validus, upon written notice to the other party, if the board of directors of the non-terminating party shall have (i) effected a Change in Validus Recommendation or Change in IPC Recommendation, as the case may be (including by amending or supplementing the Joint Proxy Statement/Prospectus to effect a Change in Validus Recommendation or Change in IPC Recommendation, as the case may be), (ii) any court of competent jurisdiction failed to include the Validus Recommendation or the IPC Recommendation in the United States Joint Proxy Statement/Prospectus in accordance with Section 5.1(b) or other United States governmental authority shall have issued an orderSection 5.1(c), decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting as the Merger and such order, decree, ruling or other action shall have become final and nonappealablecase may be, or (iii) materially breached its obligations under Section 5.5(a)(iii) or 5.5(d); (e) by either IPC or Validus if the terminating party is not in material breach of its obligations under this Agreement, upon written notice to the other party, if there shall have been a breach by the other party of any of the Trigger Events described covenants or agreements or any of the representations or warranties set forth in Section 8.03 hereof shall have occurred; (c) by Parent this Agreement on the part of such other party, which breach would, individually or Acquisitionin the aggregate, result in, if due to an occurrence occurring or circumstance which would result in a continuing on the Closing Date, the failure to satisfy any of the conditions set forth in Annex A heretoSection 6.2(a), Parent shall have (i6.2(b) failed to commence or 6.2(f) or Section 6.3(a), 6.3(b) or 6.3(f), as the Offer on or before September 12case may be, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant and which breach has not been cured within 45 days following written notice thereof to the Offer breaching party or, by its nature, cannot be cured within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnsuch time period; or (ef) by Parent either IPC or AcquisitionValidus, if the Required Validus Vote or Required IPC Vote shall not have been obtained upon a breach of any material representationvote taken thereon at the duly convened Validus Shareholders Meeting or IPC Shareholders Meeting, warranty, covenant or agreement on as the part of Company set forth in this Agreementcase may be, or if any representation adjournment or warranty of Company shall have become untrue, in either case, such that postponement thereof at which the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)applicable vote was taken.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing Date: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Seller and Parentthe Buyer; (b) by Parent, Acquisition the Buyer or the CompanySeller, if any state or federal law, order, rule or regulation is adopted or issued, which has the effect, as supported by the written opinion of outside counsel for such party, of prohibiting the Closing, or by the Buyer or the Seller, if any court of competent jurisdiction in the United States or any state shall have issued an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the Closing, and, in either case, if such order, rule, regulation, judgment or decree shall have become final and nonappealable. (ic) by the Effective Time Buyer or the Seller, by written notice to the other party, if the Closing Date shall not have occurred on or before December 15the date that is forty-five (45) calendar days from the date hereof (the “Initial Termination Date”); provided, 1995 (provided however, that the right to terminate this the Agreement under this Section 8.01(b8.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in shall have proximately contributed to the failure of the Effective Time Closing Date to occur on or before such date); and provided, (ii) any court of competent jurisdiction in further, that if on the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of Initial Termination Date the conditions to the Closing set forth in Annex A heretoSections 7.1(b), Parent 7.2(e) and/or 7.3(e) shall not have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant been fulfilled but all other conditions to the Offer within 60 Closing shall be fulfilled or shall be capable of being fulfilled, then the Initial Termination Date shall be extended to the date that is ninety (90) calendar days following from the commencement of the Offerdate hereof; (d) by the CompanyBuyer, by written notice to the Seller, if there shall have been any breach of any representation or warranty, or any breach of any covenant or agreement of the Seller hereunder, which breaches individually or in the aggregate would result in a Company Material Adverse Effect, and such breach shall not have been remedied within thirty (30) days after receipt by the Seller of notice in writing from the Buyer, specifying the nature of such breach and requesting that it be remedied, or the Buyer shall not have received adequate assurance of a cure of such breach within such thirty (30) day period; (e) by the Seller, by written notice to the Buyer, if (i) due to an occurrence or circumstance that would result in there shall have been a failure to satisfy breach of any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth covenants contained in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer5.3(c), or (ii) all conditions set forth in Annex A hereto there shall have been satisfied any breach of any representation or waived warranty, or any breach of any other covenant or agreement of the Buyer hereunder, which breaches individually or in the aggregate would result in a Buyer Material Adverse Effect, and, in the case of either (i) or (ii), such breach shall not have been remedied within thirty (30) days after receipt by the Buyer of notice in writing from the Seller, specifying the nature of such breach and Parent requesting that it be remedied, or the Seller shall not have failed received adequate assurance of a cure of such breach within such thirty (30) day period; (f) by the Buyer if a supplement to accept for payment or amendment of any Shares validly tendered and not withdrawnsection of the Seller Disclosure Schedule made by the Seller pursuant to Section 6.13 results in a Company Material Adverse Effect; or (eg) by Parent or Acquisitionthe Seller if the Buyer shall not have satisfied, upon a breach of any material representationby April 1, warranty2003, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the its condition to close set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e7.2(f).

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after approval by the shareholders of the Company: (a) by mutual written consent duly authorized by of the Boards Board of Directors of the Company Parent and Parentthe Board of Directors of the Company; (b) by Parent, Acquisition either the Parent or the Company, Company if (i) the Effective Time Merger shall not have occurred been consummated on or before December 15June 30, 1995 (provided 2004; provided, however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under or breach of this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Merger to occur have occurred on or before such the aforesaid date); (c) by either the Parent or the Company, (ii) if any court of competent jurisdiction in the United States or other United States governmental authority agency of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, permanently enjoining or otherwise prohibiting the Merger Merger, and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offernon-appealable; (d) by either the Parent or the Company, if (i) due to an occurrence or circumstance that would result in a the approval of the Merger by the shareholders of the Company shall not have been obtained by reason of the failure to satisfy obtain the required vote upon a vote held at a duly held meeting of such shareholders or at any of the conditions set forth in Annex A hereto adjournment or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orpostponement thereof; (e) by Parent or Acquisition, the Company: (i) upon a the breach of any material representation, warranty, covenant or other agreement on the part of Company set forth Parent contained in this Agreement, or if any representation or warranty of Company Parent shall be or shall have become untrueinaccurate, in either case, case such that Parent fails to cure such breach within fifteen (15) business days after receiving notice of such breach (but only if such breach is capable of being cured) and such breach would cause any of the condition conditions set forth in Section 7.03 hereof would 7.3(a) or (b) not to be incapable satisfied at the time of such breach or at the time such representation or warranty was or shall have become inaccurate or, if capable of being satisfied on or before December 15cured, 1995 at the end of such cure period; (or as otherwise extended)ii) if the Parent Company Stock Value is less than $18.00 and Parent has not elected to adjust the Exchange Ratio pursuant to Section 2.1(a)(i) hereof. (f) by the Company, at any time prior to the Effective Time, by action of the Company's Board of Directors, if the Company receives an unsolicited Superior Proposal, and the Company's Board of Directors reasonably determines in good faith in compliance with the provisions of Section 6.8(b) to withdraw its recommendation of the Merger in order to accept a Superior Proposal; provided thatprovided, in any casehowever, a willful breach that the Company shall not be deemed permitted to cause such conditions terminate this Agreement pursuant to be incapable of being satisfied for purposes of this Section 8.01(e).9.1(f) unless Parent shall receive the fees set forth in Section 9.2(b) immediately prior to any termination pursuant to this Section 9.1(f) by wire transfer in same day funds;

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing: (a) by the mutual written consent duly authorized by the Boards of Directors of the Company Buyer and ParentSeller; (b) by Parent, Acquisition or the CompanyBuyer, if there has been a violation or breach by Seller of any covenant, representation or warranty contained in this Agreement which would prevent the satisfaction of any condition to the obligations of Buyer at the Closing and such violation or breach has not been waived by Buyer or cured by Seller within 10 Business Days after written notice thereof from Buyer; (ic) by Seller, if there has been a violation or breach by Buyer of any covenant, representation or warranty contained in this Agreement which would prevent the Effective Time shall satisfaction of any condition to the obligations of Seller at the Closing and such violation or breach has not have been waived by Seller or cured by Buyer within 10 Business Days after written notice thereof by Seller; (d) by either Party, if the Closing has not occurred on or before December 15April 30, 1995 2011 (provided the “End Date”); provided, however, that the right to terminate this Agreement under pursuant to this Section 8.01(b) 9.01 shall not be available to any party Party whose failure to fulfill any obligation breach of a representation or warranty, covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Effective Time Closing to occur on or before such date)the End Date; for the avoidance of doubt, (ii) the End Date shall be extended until the issuance of any court final and non-appealable injunction or order enjoining the consummation of competent jurisdiction the transactions contemplated by this Agreement in the United States event that a temporary restraining order or preliminary injunction or other United States governmental authority Order granting such relief shall be in effect on the End Date; (e) by either Party, if a Governmental Entity shall have issued an order, decree or ruling Order or taken any other action action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger and such orderconsummation of the Closing, decreewhich Order, ruling legal restraint or other action shall have become is final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurrednon-appealable; (cf) by Parent or AcquisitionBuyer, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d7.01(a) hereofshall become incapable of being satisfied; or (g) by Seller, or (iii) failed to accept for payment Shares sufficient to satisfy if the condition set forth in Section 7.01(d7.02(a) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on satisfied. The Party desiring to terminate this Agreement pursuant to clauses (b), (c), (d), (e), (f) or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes g) of this Section 8.01(e)9.01 shall give written notice of such termination to the other Parties.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, notwithstanding any requisite approval and authorization of this Agreement by the Magna Shareholders: (a) by the mutual written consent duly authorized by agreement of Magna and Holdco, whether before or after the Boards of Directors Magna Meeting (and, for greater certainty, without further action on the part of the Company and ParentMagna Shareholders if terminated after the Magna Meeting); (b) by Parent, Acquisition Magna or the Company, Holdco if (i) the Effective Time shall has not have occurred on or before December 15prior to the Outside Date, 1995 (provided that the right to terminate this Agreement under pursuant to this Section 8.01(b6.1(b) shall not be available to any party a Party whose failure to fulfill any obligation of its obligations under this Agreement has been the cause of of, or resulted in, the failure of the Effective Time to occur on or before such date (and in the case of Holdco, the right to terminate this Agreement pursuant to this Section 6.1(b) shall not be available if the Trust’s failure to fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent Magna or AcquisitionHoldco if any Governmental Entity shall have enacted, if due to an occurrence issued, promulgated, enforced or circumstance entered any law which would result is then in a failure to satisfy any effect and has the effect of making the execution, delivery or performance of this Agreement illegal or otherwise preventing or prohibiting the consummation of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offertransactions contemplated by this Agreement; (d) by the Company, Magna or Holdco if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent Material Adverse Change shall have (A) failed to commence occurred since the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase date of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orthis Agreement; (e) by Parent Magna or AcquisitionHoldco if there shall have occurred any change, upon effect, event, development or state of facts that prevents or would reasonably be expected to prevent or delay beyond the Outside Date the completion of the Arrangement, provided that the right to terminate this Agreement pursuant to this Section 6.1(e) shall not be available to a Party that is then in breach of this Agreement (and in the case of Holdco, the right to terminate this Agreement pursuant to this Section 6.1(e) shall not be available if the Trust is then in breach of this Agreement); (f) by Magna or Holdco if the Arrangement Resolution shall have failed to receive the requisite votes for approval at the Magna Meeting in accordance with the Interim Order; (g) by Magna or Holdco if the Magna Board or Holdco reasonably concludes, after discussion between the Parties, that the Arrangement Resolution is unlikely to receive the requisite votes for approval at the Magna Meeting in accordance with the Interim Order or that it is unlikely that the Final Order will be obtained by the Outside Date; (h) by Magna if there has been a breach of or failure to perform any material representation, warranty, covenant or agreement on the part of Company Holdco or the Trust set forth in this Agreement, which breach or if any representation or warranty of Company shall have become untrue, in either case, such that failure to perform would cause the condition conditions set forth in Section 7.03 hereof would be incapable of being satisfied on 5.2(a) or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions 5.2(b) not to be incapable satisfied; or (i) by Holdco if there has been a breach of being satisfied for purposes or failure to perform any representation, warranty, covenant or agreement on the part of Magna set forth in this Agreement, which breach or failure to perform would cause the conditions set forth in Section 8.01(e)5.3(a) or 5.3(b) not to be satisfied.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by Parent, Acquisition either Parent or the Company, if (i) the Effective Time Merger shall not have occurred on or before December 15been consummated by November 20, 1995 2019 (the “Outside Date”), provided that the right to terminate this Agreement under pursuant to this Section 8.01(b8.1(b) shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause occurrence of or resulted in the failure of a condition to the Effective Time to occur on consummation of the Merger; (c) by either Parent or before the Company, if the Requisite Company Vote shall not have been obtained upon a vote taken thereon at the Company Shareholders Meeting (as such datemeeting may have been adjourned or postponed); (d) by either Parent or the Company, (ii) if any court or other Governmental Authority of competent jurisdiction in the United States or other United States governmental authority shall have issued an orderenacted, decree issued, promulgated, enforced or ruling or taken entered any other action Law permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement and such order, decree, ruling or other action Law shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurrednon-appealable; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or AcquisitionParent, upon if there has been a breach by the Company of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case, case such that the any condition set forth in Section 7.03 hereof 7.2(a), Section 7.2(b) or Section 7.2(c) would not be incapable satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being satisfied on (i) 30 calendar days after the giving of notice thereof by Parent to the Company or before December 15, 1995 (or as otherwise extendedii) three Business Days prior to the Outside Date); provided thatthat neither Parent nor Merger Sub is then in breach of any representation, warranty, covenant or agreement under this Agreement (except where such breach by Parent or Merger Sub would not cause any of the conditions set forth in Section 7.3(a), Section 7.3(b) or Section 7.3(c) not to be satisfied); (f) by the Company, if there has been a breach by Parent or Merger Sub of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Parent or Merger Sub shall have become untrue, in either case such that any case, a willful condition set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied (and such breach shall be deemed to cause such conditions or failure to be incapable true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being satisfied (i) 30 calendar days after the giving of notice thereof by the non-breaching party to the breaching party or (ii) three Business Days prior to the Outside Date); provided that the Company is not then in breach of any representation, warranty, covenant or agreement under this Agreement (except where such breach by the Company would not cause any of the conditions set forth in Section 7.2(a), Section 7.2(b) or Section 7.2(c) not to be satisfied); (g) by Parent, prior to the time the Requisite Company Vote is obtained, if a Change of Recommendation shall have been made or occurred; or (h) by the Company, prior to the time the Requisite Company Vote is obtained and so long as the Company has complied with Section 6.2 in all material respects, in connection with entering into an Alternative Acquisition Agreement providing for purposes of this a Superior Proposal in accordance with Section 8.01(e6.2(f); provided that prior to or concurrently with such termination, the Company pays the Company Termination Fee due.

Termination. This Agreement may be terminated and the Merger ----------- contemplated hereby may be abandoned at any time by written notice, prior to the Effective Time (notwithstanding any approval thereof of this Agreement by the stockholders of the Company, but prior to the Effective Time:): (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by Parent, Acquisition either Parent or the Company, if : (i) if the Effective Time shall Merger has not have occurred been consummated on or before December 15September 30, 1995 2002 (provided such date, as it may be extended under clause (A) of this paragraph, the "TERMINATION DATE"); provided, however, that (A) each of the Company and Parent shall have the option, in its sole discretion, to extend the Termination Date for an additional period of time not to exceed 90 days if the condition set forth in Section 6.01 (a) has been satisfied, all other conditions to consummation of the Merger are satisfied or capable of then being satisfied and the sole reason that the Merger has not been consummated by such date is that the condition set forth in Section 6.01(b) or (c) has not been satisfied due to the failure to obtain the necessary consents and approvals under applicable laws or a judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect and Parent or the Company are still attempting to obtain such necessary consents and approvals under applicable laws, or are contesting (x) the refusal of the relevant Governmental Authority to give such consents or approvals or (y) the entry of any such judgment, injunction, order or decree, in court or through other applicable proceedings; (B) the right to terminate this Agreement under pursuant to this Section 8.01(b7.01(b)(i) shall not be available to any party whose failure to fulfill breach of any obligation under provision of this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Merger to occur on or before such datebe consummated by the Termination Date (it being agreed that the date of September 30, 2002 (or, if applicable, the 90-day period referred to in clause (A) hereof) shall be extended by one day for each day that the closing is delayed pursuant to the proviso to the first sentence of Section 2.02), ; (ii) if any court of competent jurisdiction in the United States or other United States governmental authority Governmental Authority shall have issued an a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable, PROVIDED that the party seeking to terminate this Agreement pursuant to this Section 7.01(b)(ii) shall have used reasonable best efforts to prevent the entry of and to remove such order, decree, ruling or final action; or (iii) any this Agreement shall not have been approved and adopted by the Company's stockholders by reason of the Trigger Events described in Section 8.03 hereof shall have occurredfailure to obtain the required vote at a duly held meeting of stockholders (including any adjournment thereof); (c) by Parent if there has been a material breach by the Company of any representation, warranty, covenant or Acquisition, if due to an occurrence or circumstance agreement contained in this Agreement which (x) would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the a condition set forth in Section 7.01(d6.02 (a) hereof, or (iiib) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(dand (y) hereof pursuant cannot be cured prior to the Offer within 60 days following the commencement of the OfferTermination Date; (d) by the Company, Company if (i) due to an occurrence or circumstance that would result in there has been a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) material breach by Parent or Acquisition, upon a breach Merger Sub of any material representation, warranty, covenant or agreement on the part of Company set forth contained in this Agreement, or if any representation or warranty Agreement which (x) would result in a failure of Company shall have become untrue, in either case, such that the a condition set forth in Section 7.03 hereof would 6.03 (a) or (b) and (y) cannot be incapable cured prior to the Termination Date; (e) by the Company, after giving Parent three days prior (but revocable) written notice of being satisfied on or before December 15its receipt of an Acquisition Proposal, 1995 (or as otherwise extended)in order to enter into a definitive agreement providing for an Acquisition Transaction which is a Superior Proposal; provided thatthat the Company has complied with its obligations under Section 5.03 in all material respects; and (f) by Parent, if the Company's Board of Directors shall have withdrawn or adversely amended in any casematerial respect its approval or recommendation of the Merger or this Agreement to the Company's stockholders, it being understood that neither (x) disclosure of any competing proposal that is not being recommended by the Board of Directors of the Company nor (y) disclosure of any facts or circumstances, together with a willful breach statement that the Board of Directors of the Company continues to recommend approval and adoption of the Merger and this Agreement, shall be deemed to cause such conditions considered to be incapable a withdrawal or adverse amendment in any material respect of being satisfied for purposes such approval or recommendation. The party desiring to terminate this Agreement pursuant to Section 7.01 (other than pursuant to Section 7.01(a)) shall give notice of this Section 8.01(e)such termination to the other party.

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: (a) Closing by mutual written consent duly authorized by the Boards of Directors of the Company and Parent;Parties. (b) This Agreement may be terminated by ParentSeller, Acquisition on the one hand, or Buyer, on the Companyother hand, if upon written notice to the other Party, (i) at any time prior to the Effective Time Closing if any court of competent jurisdiction shall have issued an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the Closing, and such order, judgment or decree shall have become final and nonappealable; (ii) at any time prior to the Closing if any Law shall have been enacted or issued by any Governmental Authority which, directly or indirectly, prohibits the consummation of the transactions contemplated by this Agreement or by any Additional Agreement; or (iii) at any time after the first anniversary of the date of this Agreement if the Closing shall not have occurred on or before December 15such date; provided, 1995 (provided however, that the right to terminate this Agreement under this Section 8.01(b9.1(b)(iii) shall not be available to any party Party whose failure to fulfill any obligation under breach of this Agreement has been the cause of caused, or resulted in in, the failure of the Effective Time Closing to occur on or before such date); and provided, (iifurther, that if on such date, the conditions to the Closing set forth in Section 7.1(c) any court or 7.2(c) shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of competent jurisdiction in being satisfied, then no Party shall be entitled to terminate this Agreement prior to the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting date which is 180 days after the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any first anniversary of the Trigger Events described in Section 8.03 hereof shall have occurred;date of this Agreement. (c) This Agreement may be terminated by Parent or AcquisitionBuyer, upon written notice to Seller, if due to an occurrence or circumstance which would result in a failure to satisfy any of Buyer's Required Regulatory Approvals, the conditions set forth in Annex A hereto, Parent shall have (i) failed receipt of which is a condition to commence the Offer on or before September 12, 1995, (ii) terminated obligation of Buyer to consummate the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition Closing as set forth in Section 7.01(d7.1(c), shall have been denied (and a petition for rehearing or refiling of an application initially denied without prejudice shall also have been denied), and such denial was not caused by or the result of a breach of this Agreement by Buyer. (d) hereofThis Agreement may be terminated by Seller, or (iii) failed upon written notice to accept for payment Shares sufficient Buyer, if any of the Seller's Required Regulatory Approvals, the receipt of which is a condition to satisfy the condition obligation of Seller to consummate the Closing as set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company7.2(c), if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have been denied (A) failed to commence the Offer on and a petition for rehearing or before September 12refiling of an application initially denied without prejudice shall also have been denied), 1995, (B) terminated the Offer and such denial was not caused by or the Offer shall have expired without the purchase result of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement a breach of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orthis Agreement by Seller. (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth Except as otherwise provided in this Agreement, or this Agreement may be terminated by Buyer, upon written notice to Seller, if there has been a breach by Seller of any covenant, agreement, representation or warranty contained in this Agreement which has had a Material Adverse Effect and such breach is not cured by the earlier of Company the Closing Date or the date thirty (30) days after receipt by Seller of notice specifying in reasonable detail the nature of such breach, unless Buyer shall have become untruepreviously waived such breach. (f) Except as otherwise provided in this Agreement, this Agreement may be terminated by Seller, upon written notice to Buyer, if there has been a material breach by Buyer of any covenant, agreement, representation or warranty contained in this Agreement which has had a Material Adverse Effect and such breach is not cured by the earlier of the Closing Date or the date thirty (30) days after receipt by Buyer of notice specifying in reasonable detail the nature of such breach, unless Seller shall have previously waived such breach. (g) This Agreement may be terminated by Seller, on the one hand, or Buyer, on the other hand, upon written notice to the other Party, in either caseaccordance with the provisions of Section 6.7(b), such provided that the condition set forth in Party seeking to so terminate shall have complied with its obligations under Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)6.7.

Termination. This Agreement may be terminated terminated, and the Merger ----------- transactions contemplated hereby may be abandoned abandoned, at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether prior to or after the Company Stockholders’ Approval: (a) by By mutual written consent agreement of the parties hereto duly authorized by the action taken by or on behalf of their respective Boards of Directors of the Company and ParentDirectors; (b) By either the Company or Parent upon written notification to the non-terminating party by Parent, Acquisition or the Company, if terminating party: (i) at any time after February 15, 2006 if the Effective Time Merger shall not have occurred been consummated on or before December 15prior to such date and such failure to consummate the Merger is not caused by a breach of this Agreement by the terminating party; (ii) if the Company Stockholders’ Approval shall not have been obtained after a duly held vote (the polls having been closed) has occurred at a meeting of such stockholders, 1995 or any adjournment thereof, called therefore; (iii) if there has been a breach of any representation, warranty, covenant or agreement on the part of the non-terminating party set forth in this Agreement, which breach (A) would cause the conditions set forth in Section 7.2(a) or 7.2(b) (in the case of termination by Parent) or Section 7.3(a) or 7.3(b) (in the case of termination by the Company) to not be satisfied, and (ii) is not curable or, if curable, has not been cured within thirty (30) days following receipt by the non-terminating party of notice of such breach from the terminating party; or (iv) if the approval of any Governmental or Regulatory Authority required for consummation of the Merger is denied by final, non-appealable action of such Governmental or Regulatory Authority; provided that the right to terminate this Agreement under this Section 8.01(b8.1(b)(iv) shall not be available to any party whose failure to fulfill comply with any obligation under provision of this Agreement has been the cause of of, or resulted in the failure of the Effective Time to occur on materially contributed to, such action, or before such date), (ii) if any court of competent jurisdiction in the United States or other United States governmental authority competent Governmental or Regulatory Authority shall have issued an order, decree a Law or ruling or taken any other action restraining, enjoining Order making illegal or otherwise restricting, preventing or prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy causing the condition set forth in Section 7.01(d7.1(d) hereofto be incapable of satisfaction and any such Order shall have become final and non-appealable; or (c) By Parent if (at any time prior to obtaining the Company Stockholder Approval): (i) the Board of Directors of the Company or any committee thereof shall for any reason have withdrawn, amended or modified in a manner adverse to Parent its recommendation to the Company’s stockholders in favor of approval of the adoption of this Agreement; (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company to the Company’s stockholders in favor of the approval of the adoption of this Agreement; (iii) failed the Board of Directors of the Company or any committee thereof shall have approved or publicly recommended any Alternative Proposal; or (iv) a tender or exchange offer relating to accept for payment Shares sufficient securities of the Company shall have been commenced by a Person unaffiliated with Parent, and the Company shall not have sent to satisfy the condition set forth in Section 7.01(d) hereof its security holders pursuant to Rule 14e-2 promulgated under the Offer Securities Act, within 60 days following 10 Business Days after such tender or exchange offer is first published sent or given, a statement disclosing that the commencement Company recommends rejection of the Offer;such tender or exchange offer. (d) by the Company, By Parent if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent there shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a knowing breach of any material representation, warranty, covenant or agreement on the part Section 5.2 of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e).

Termination. This Agreement and the transactions contemplated hereby may be terminated and the Merger ----------- may be abandoned (i) at any time by written notice, notwithstanding approval thereof by the stockholders mutual consent of the Company, but prior to the Effective Time: parties hereto; (aii) by mutual written consent duly authorized RONCO, or by the Boards of Directors of the Company and Parent; (b) by ParentFTK, Acquisition Purchaser or the CompanyFTK Insiders, if (i) the Effective Time shall Closing has not have occurred on or before December 15prior to July 31, 1995 2005 (such date of termination being referred to herein as the "Termination Date"), provided that the right failure of the Closing to occur by such date is not the result of the failure of the party seeking to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to perform or fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or its obligations hereunder; (iii) by RONCO at any time at or prior to Closing in its sole discretion if (1) any of the Trigger Events described representations or warranties of FTK, Purchaser or the FTK Insiders in Section 8.03 hereof shall have occurred; this Agreement are not in all material respects true, accurate and complete or if FTK, Purchaser or the FTK Insiders breach in any material respect any covenant contained in this Agreement, provided that such misrepresentation or breach is not cured within ten (c10) by Parent business days after notice thereof, but in any event prior to the Termination Date or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy (2) any of the conditions set forth precedent to RONCO's obligations to conduct the Closing have not been satisfied by the date required thereof (except the Name Change and the Reverse Stock Split if such delay is the result of the NASD notice periods applicable thereto); (iv) by FTK at any time at or prior to Closing in Annex A heretoits sole discretion if (1) any of the representations or warranties of RONCO in this Agreement are not in all material respects true, Parent shall have accurate and complete or if RONCO breaches in any material respect any covenant contained in this Agreement, provided that such misrepresentation or breach is not cured within ten (i10) failed business days after notice thereof, but in any event prior to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, Termination Date or (iii2) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth precedent to RONCO's obligations to conduct the Closing have not been satisfied by the date required thereof. If this Agreement is terminated pursuant to this Section 6.6, written notice thereof shall promptly be given by the party electing such termination to the other party and, subject to the expiration of the cure periods provided in Annex A hereto or otherwiseclauses (iii) and (iv) above, Parent if any, this Agreement shall terminate without further actions by the parties and no party shall have (A) failed to commence any further obligations under this Agreement. Notwithstanding the Offer on or before September 12preceding sentence, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement respective obligations of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent parties under Sections 8.1 shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach survive the termination of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e).

Termination. This Agreement may be terminated terminated, and the Merger ----------- contemplated hereby may be abandoned abandoned, at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after Stockholder Approval has been obtained and notwithstanding adoption of this Agreement by the stockholder of Merger Sub: (a) by mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either Parent or the Company, if : (i) if the Merger shall not have been consummated by October 31, 2003 (the “End Date”); (ii) if any Legal Restraint set forth in Section 6.1(b) shall be in effect and shall have become final and nonappealable; or (iii) if Stockholder Approval shall not have been obtained at the Stockholders Meeting duly convened therefor; provided that no Party may terminate this Agreement pursuant to this Section 7.1(b) if such Party’s failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such said date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent if the Company shall have breached or Acquisition, if due failed to an occurrence or circumstance which would result perform in a failure to satisfy any respect any of the conditions set forth in Annex A heretoits representations, Parent shall have (i) failed to commence the Offer on warranties, covenants or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company other agreements set forth in this Agreement, or if any representation representations or warranty warranties of the Company shall have become untrue, in either case, such that untrue which breach or failure to perform or untrue representation or warranty (A) would give rise to the failure of a condition set forth in Section 7.03 hereof would Sections 6.2(a) or 6.2(b) and (B) cannot be incapable or has not been cured within ten (10) days after Parent’s giving written notice to the Company of being satisfied on or before December 15, 1995 such breach (or as otherwise extended); provided thata “Company Material Breach”) (provided, in any each case, that Parent is not then in Parent Material Breach of any representation, warranty, covenant or other agreement set forth in this Agreement); (d) by Parent if (a) the Company or any of its Subsidiaries or any of their representatives fail to comply in any material respect with Section 4.2(a) or (b) there shall have occurred a willful breach shall be deemed to cause such conditions to be incapable of being satisfied Company Triggering Event; (for purposes of this Section 8.01(e)Agreement, “Company Triggering Event” shall mean: (i) the failure of the Board of Directors of the Company to recommend that the Company’s stockholders vote to adopt this Agreement, or the withdrawal or modification of the Board Approval in a manner adverse to Parent; (ii) the Company shall have failed to include in the Proxy Statement the Board Approval or a statement to the effect that the Board of Directors of the Company has determined and believes that the Merger is in the best interests of the Company and the Company’s stockholders; (iii) the Board of Directors of the Company shall have approved, endorsed or recommended any Takeover Proposal; (iv) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within ten (10) Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Board of Directors recommends rejection of such tender or exchange offer; (v) a Takeover Proposal is publicly announced, and the Company fails to issue a press release announcing its opposition to such Takeover Proposal within ten (10) Business Days after such Takeover Proposal is announced; (vi) the Company enters into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (excluding any nondisclosure agreement) constituting or directly related to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal; or (vii) resolves, agrees or proposes publicly to take any such actions in response to such Takeover Proposal.

Termination. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Merger ----------- Mergers may be abandoned at any time by written notice, prior to the Merger I Effective Time (notwithstanding approval thereof any adoption of this Agreement by the stockholders of the Company, but prior to Company or any approval of the Effective Time:matters constituting the Parent Shareholder Approval by the shareholders of Parent): (a) by By the mutual written consent duly authorized by the Boards of Directors of Parent and the Company and Parentin a written instrument; (b) by ParentBy either the Company or Parent upon written notice to the other, Acquisition or the Company, if if: (i) the Effective Time Mergers shall not have occurred been consummated on or before December April 15, 1995 2007 (provided the “Termination Date”); provided, however that the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to a party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Mergers to have been consummated on or before such date; (ii) any Governmental Entity having jurisdiction over any party hereto shall have issued a statute, rule, order, decree or regulation or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting consummation of either Merger or making consummation of either Merger illegal and such statute, rule, order, decree, regulation or other action shall have become final and nonappealable; provided, however, that the right to terminate pursuant to this Section 8.01(b7.1(b)(ii) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the failure such action or who is then in material breach of the Effective Time Section 5.5 with respect to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or action; (iii) the stockholders of the Company fail to adopt this Agreement by the Company Required Vote at the Company Special Meeting; provided that the Company shall not be entitled to terminate this Agreement pursuant to this Section 7.1(b)(iii) if it has (x) breached any of its obligations under Section 5.3 and an Acquisition Proposal with respect to the Trigger Events described Company has been publicly proposed by any Person (other than Parent or any of its affiliates) or any Person publicly has announced its intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or an Acquisition Proposal with respect to the Company or such intention has otherwise become known to the Company’s stockholders generally (other than as a result of disclosure by Parent, any of its Subsidiaries or any of their respective Representatives) or (y) breached any of its obligations under Section 5.6(c); or (iv) the Parent Shareholder Approval shall not have been obtained in accordance with applicable French Law at the Parent Shareholders’ Meeting; provided that Parent shall not be entitled to terminate this Agreement pursuant to this Section 8.03 hereof shall have occurred7.1(b)(iv) if it has (x) breached any of its obligations under Section 5.3 and an Acquisition Proposal with respect to Parent has been publicly proposed by any Person (other than the Company or any of its affiliates) or any Person publicly has announced its intention (whether or not conditional) to make an Acquisition Proposal with respect to Parent or an Acquisition Proposal with respect to Parent or such intention has otherwise become known to Parent’s stockholders generally (other than as a result of disclosure by the Company, any of its Subsidiaries or any of their respective Representatives) or (y) breached any of its obligations under Section 5.6(d); (c) by Parent or Acquisitionthe Company, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, 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) failed would give rise to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase failure of Shares sufficient to satisfy the a condition set forth in Section 7.01(d6.2(a) hereof, or (iiib), and (ii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer is incapable of being cured by Parent or is not cured by Parent within 60 45 days following receipt of written notice from the commencement Company of the Offersuch breach or failure to perform; (d) by the CompanyParent, if the 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 (i) due would give rise to an occurrence or circumstance that would result in the failure of a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d6.3(a) hereof or (Cb), and (ii) failed is incapable of being cured by the Company or is not cured by the Company within 45 days following receipt of written notice from Parent of such breach or failure to accept for payment Shares sufficient perform; (e) By Parent, (i) if the Company, or the Company Board or any committee thereof, as the case may be, shall have entered into any agreement with respect to satisfy the condition set forth in Section 7.01(d) hereof pursuant any Acquisition Proposal with respect to the Offer with 60 days following Company other than the commencement of the OfferMergers or an Acceptable Confidentiality Agreement as permitted by Section 5.3, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent if a Company Adverse Recommendation Change shall have failed occurred or the Company Board or any committee thereof shall have resolved to accept for payment any Shares validly tendered and not withdrawn; ormake a Company Adverse Recommendation Change; (ef) By the Company, (i) if Parent, or the Parent Board or any committee thereof, as the case may be, shall have entered into any agreement with respect to any Acquisition Proposal with respect to Parent other than the Mergers or an Acceptable Confidentiality Agreement as permitted by Section 5.3, or (ii) if a Parent Change in Recommendation shall have occurred or the Board of Directors of Parent or any committee thereof shall have resolved to make a Parent Change in Recommendation; and (g) by Parent or AcquisitionParent, upon a written notice to the Company, if Parent takes any action to defeat or otherwise seek to forestall an unsolicited hostile Acquisition Proposal with respect to Parent (other than any action permitted to be taken under Section 5.3), which action (x) is in breach or violation of any of Parent’s material representation, warranty, covenant or agreement on obligations under this Agreement and (y) results in any of the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that conditions to the condition Mergers set forth in Section 7.03 hereof would be incapable of 6.1 not being satisfied on or before December 15, 1995 (or as otherwise extended)satisfied; provided thatthat (i) for purposes of this clause (g), the term “Acquisition Proposal” shall have the meaning assigned to such term in any caseSection 5.3(i), a willful breach except that all references to “15%” therein shall be deemed to cause such conditions be references to “40%,” (ii) Parent shall not be incapable of being satisfied for purposes of permitted to terminate this Agreement pursuant to this Section 8.01(e7.1(g) if, prior to the time such unsolicited hostile Acquisition Proposal with respect to Parent was made, Parent was in breach of any of its obligations under Section 5.3, and (iii) simultaneously with its termination pursuant to this Section 7.1(g), Parent shall pay to the Company the Termination Fee provided under Section 8.1(g).

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: (a) Closing by mutual written consent duly authorized by the Boards of Directors of the Company and Parent;Parties. (b) This Agreement may be terminated by ParentSeller, Acquisition on the one hand, or Buyer, on the Companyother hand, if upon written notice to the other Party, (i) at any time prior to the Effective Time Closing if any court of competent jurisdiction shall have issued an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the Closing, and such order, judgment or decree shall have become final and nonappealable; (ii) at any time prior to the Closing if any Law shall have been enacted or issued by any Governmental Authority which, directly or indirectly, prohibits the consummation of the transactions contemplated by this Agreement or by any Additional Agreement; or (iii) at any time after the first anniversary of the date of this Agreement if the Closing shall not have occurred on or before December 15such date; provided, 1995 (provided however, that the right to terminate this Agreement under this Section 8.01(b9.1(b) (iii) shall not be available to any party Party whose failure to fulfill any obligation under breach of this Agreement has been the cause of caused, or resulted in in, the failure of the Effective Time Closing to occur on or before such date); and provided, (iifurther, that if on such date, the conditions to the Closing set forth in Section 7.1(c) any court or 7.2(c) shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of competent jurisdiction in being satisfied, then no Party shall be entitled to terminate this Agreement prior to the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting date which is 180 days after the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any first anniversary of the Trigger Events described in Section 8.03 hereof shall have occurred;date of this Agreement. (c) This Agreement may be terminated by Parent or AcquisitionBuyer, upon written notice to Seller, if due to an occurrence or circumstance which would result in a failure to satisfy any of Buyer's Required Regulatory Approvals, the conditions set forth in Annex A hereto, Parent shall have (i) failed receipt of which is a condition to commence the Offer on or before September 12, 1995, (ii) terminated obligation of Buyer to consummate the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition Closing as set forth in Section 7.01(d7.1(c), shall have been denied (and a petition for rehearing or refiling of an application initially denied without prejudice shall also have been denied), and such denial was not caused by or the result of a breach of this Agreement by Buyer. (d) hereofThis Agreement may be terminated by Seller, or (iii) failed upon written notice to accept for payment Shares sufficient Buyer, if any of the Seller's Required Regulatory Approvals, the receipt of which is a condition to satisfy the condition obligation of Seller to consummate the Closing as set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company7.2(c), if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have been denied (A) failed to commence the Offer on and a petition for rehearing or before September 12refiling of an application initially denied without prejudice shall also have been denied), 1995, (B) terminated the Offer and such denial was not caused by or the Offer shall have expired without the purchase result of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement a breach of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orthis Agreement by Seller. (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth Except as otherwise provided in this Agreement, or this Agreement may be terminated by Buyer, upon written notice to Seller, if there has been a breach by Seller of any covenant, agreement, representation or warranty contained in this Agreement which has had a Material Adverse Effect and such breach is not cured by the earlier of Company the Closing Date or the date thirty (30) days after receipt by Seller of notice specifying in reasonable detail the nature of such breach, unless Buyer shall have become untruepreviously waived such breach. (f) Except as otherwise provided in this Agreement, this Agreement may be terminated by Seller, upon written notice to Buyer, if there has been a material breach by Buyer of any covenant, agreement, representation or warranty contained in this Agreement which has had a Material Adverse Effect and such breach is not cured by the earlier of the Closing Date or the date thirty (30) days after receipt by Buyer of notice specifying in reasonable detail the nature of such breach, unless Seller shall have previously waived such breach. (g) This Agreement may be terminated by Seller, on the one hand, or Buyer, on the other hand, upon written notice to the other Party, in either caseaccordance with the provisions of Section 6.9(b), such provided that the condition set forth in Party seeking to so terminate shall have complied with its obligations under Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)6.9.

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing: (ai) by mutual written consent duly authorized by the Boards of Directors of the Company Buyer and Parent; (bii) by Buyer or Parent, Acquisition if the Closing shall not have taken place on or prior to the Companydate that is six (6) months from the date hereof (the “Termination Date”), or such later date as shall have been approved by Buyer and Parent; provided, however, that if (i) the Effective Time Closing shall not have occurred on by the Termination Date primarily due to the failure to satisfy one or before December 15more of the conditions set forth in Section 7.2 or Section 8.2 and the satisfaction of such conditions remains reasonably possible, 1995 then either Parent or Buyer shall have the right, exercisable in their sole discretion, to extend the Termination Date by giving written notice to Buyer or Parent, as the case may be, until the date that is eight (provided 8) months from the date hereof; provided, further, that the right to terminate this Agreement under this Section 8.01(b9.1(a)(ii) shall not be available to (x) Buyer if the failure by Buyer to perform any covenant or obligation under this Agreement or the breach by Buyer of a representation or warranty contained in or made pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date or (y) Parent if the failure by Parent, the Member or the Company to perform any covenant or obligation under this Agreement or the breach by Parent, the Member or the Company of a representation or warranty contained in or made pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (iii) by Parent or Buyer if the LGCB or any other Gaming Authority has made a final non-appealable written determination that such Gaming Authority will not issue to Buyer all Gaming Approvals necessary to consummate the transactions contemplated hereby, or by Parent if Buyer withdraws any application for Gaming Approvals or ceases to actively pursue such Gaming Approvals; provided, however, that the right to terminate this Agreement under this Section 9.1(a)(iii) shall not be available to (x) Buyer if the failure by Buyer to perform any covenant or obligation under this Agreement or the breach by Buyer of a representation or warranty contained in or made pursuant to this Agreement has been the cause of or resulted in such Gaming Authority making such determination not to issue to Buyer such Gaming Approvals or (y) Parent if the failure by Parent, the Member or the Company to perform and covenant or obligation under this Agreement or the breach by Parent, the Member or the Company of a representation or warranty contained in or made pursuant to this Agreement has been the cause of or resulted in such Gaming Authority making such determination not to issue to Buyer such Gaming Approvals; (iv) by Buyer or Parent if the FTC does not approve the Agreement or the Buyer, or if any court of competent jurisdiction in the United States or other Government Authority (other than a Gaming Authority, which shall be governed by Section 9.1(a)(iii)) shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or any other Transaction Document, and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 9.1(a)(iv) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealableof, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurredmaterially contributed to, such action; (cv) by Parent or AcquisitionBuyer, if due to an occurrence there has been any violation or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A heretobreach by Parent, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer Company or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach Member of any material representation, warranty, covenant or agreement obligation of or by Parent, the Company or the Member contained in this Agreement that has rendered the satisfaction of any condition to the obligations of Buyer under Article VII impossible and such violation or breach has not been waived by Buyer; (vi) by Parent, if there has been a violation or breach by Buyer of any representation, warranty, covenant or obligation of or by Buyer contained in this Agreement that has rendered the satisfaction of any condition to the obligations of Parent or the Member impossible and such violation or breach has not been waived by Parent; (vii) by Parent or Buyer upon any termination of the Merger Agreement prior to the closing thereunder; and (viii) by Parent or Buyer pursuant to Section 6.25. (b) If Buyer or Parent shall terminate this Agreement pursuant to the provisions hereof, such termination shall be effected by notice to the other parties specifying the provision hereof pursuant to which such termination is made (“Termination Notice”); provided, however, that prior to the delivery of a Termination Notice pursuant to Section 9.1(a)(v) or (vi) on the part grounds that there has been a violation or breach of Company set forth in one or more representations, warranties, covenants and agreements, the terminating party shall have provided the defaulting party written notice thereof of not less than thirty (30) days to cure such violation or breach, other than with respect to a violation or breach of a representation and warranty which by its nature is incurable (other than as to its accuracy as of the date of this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided thatfurther, in any caseif such breach cannot reasonably be cured within such thirty (30) day period but can be reasonably cured prior to the Termination Date, a willful breach shall and Parent, the Member, the Company or the Buyer, as applicable, is diligently proceeding to cure such breach, this Agreement may not be deemed terminated pursuant to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e9.1(a)(v) or (vi).

Termination. This Agreement may be terminated and the Merger ----------- and the other transactions contemplated hereby may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time:, whether before or, subject to the terms hereof, after the Company Stockholders’ Approval (with any termination by Parent also being an effective termination by Merger Sub): (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by Parent, Acquisition either Parent or the Company, if any applicable Law makes consummation of the Merger illegal or any Governmental Authority of competent jurisdiction shall have issued a final and non-appealable Order or taken any other final and non-appealable Action enjoining, restraining or otherwise prohibiting the consummation of the Merger; provided that the right to terminate under this Section 8.1(b) shall not be available to any party whose breach of this Agreement (iincluding Section 6.3 hereof) has been a proximate cause of, or resulted in the Effective Time issuance of, such Order; (c) by either Parent or the Company, if the Merger shall not have occurred been consummated on or before December 15January 31, 1995 2011 (provided the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b8.1(c) shall not be available to any the party whose failure to fulfill any obligation under this Agreement has been the proximate cause of of, or resulted in in, the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by Parent, in the Company, if (i) due to an occurrence or circumstance that would result in event of a failure to satisfy any of material breach by the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach Company of any material representation, warranty, covenant or other agreement on the part of Company set forth in this Agreementcontained herein, or if any a representation or warranty of the Company shall have become untrue, which in either case, such that the (x) would result in a failure of a condition set forth in Section 7.03 hereof 7.2(a) or Section 7.2(b) (a “Terminating Company Breach”), and (y) is not cured (I) within thirty (30) Business Days following notice by Parent of such Terminating Company Breach or (II) any shorter period of time that remains between the date Parent provides notice of such Terminating Company Breach and the Outside Date, provided that Parent may not terminate this Agreement under this Section 8.1(d) if Parent or Merger Sub is in willful and material breach of any representation, warranty or covenant contained in this Agreement and such breach would give rise to the failure of a condition set forth in Section 7.3(a) or 7.3(b); (e) by the Company, in the event of a material breach by Parent or Merger Sub, as the case may be, of any representation, warranty, covenant or other agreement contained herein, or if a representation or warranty of Parent or Merger Sub, as the case may be, shall have become untrue, which in either case, (i) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) (a “Terminating Parent Breach”), and (ii) is not cured (x) within thirty (30) Business Days following notice by the Company of such Terminating Parent Breach or (y) any shorter period of time that remains between the date the Company provides notice of such Terminating Parent Breach and the Outside Date, provided that the Company may not terminate this Agreement under this Section 8.1(e) if the Company is in willful and material breach of any representation, warranty or covenant contained in this Agreement and such breach would give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b); (f) by either Parent or the Company, if the Company Stockholders shall have failed to adopt and approve this Agreement at the Company Stockholders’ Meeting or at any adjournment or postponement thereof; (g) by Parent if (i) the Company Board shall have made a Change of Recommendation or shall approve or recommend or otherwise declare advisable to the Company Stockholders an Acquisition Proposal, (ii) the Company Board approves, adopts or recommends or the Company or any of its Subsidiaries enters into an Alternative Acquisition Agreement, (iii) following the date any bona fide Acquisition Proposal or any material modification thereto is first publicly announced or publicly disclosed prior to the time when the Company Stockholders’ Approval is obtained, the Company fails to issue a press release that reaffirms the Company Recommendation (prior to the earlier of (x) ten (10) Business Days following Parent’s written request (which request may only be made once with respect to such Acquisition Proposal absent further material changes in such Acquisition Proposal), unless, in the case of the following clause (y), it would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided thatinconsistent with the Company Board’s fiduciary duties to comply with such request within such time period, in which case the Company shall comply with such request as promptly as practicable consistent with the Company Board’s fiduciary duties) and (y) five (5) Business Days prior to the Company Stockholders’ Meeting, or (iv) any casetender offer or exchange offer constituting an Acquisition Proposal is commenced or materially modified by any third party with respect to the outstanding Company Common Stock prior to the time at which the Company receives the Company Stockholders’ Approval, and the Company Board shall not have recommended that the Company Stockholders reject such tender offer or exchange offer and not tender their Company Common Stock into such tender offer or exchange offer within ten (10) Business Days after commencement or material modification of such tender offer or exchange offer, unless the Company has issued a willful breach press release that expressly reaffirms the Company Recommendation within such ten (10) Business Day period; or (h) by the Company, at any time prior to the time the Company Stockholders’ Approval is obtained, if the Company Board shall be deemed have (i) approved a Superior Proposal in accordance with Section 6.4(c), (ii) the Company prior to cause or concurrently with such conditions to be incapable of being satisfied for purposes termination pays Parent in immediately available funds the Company Termination Amount, and (iii) immediately after the termination of this Section 8.01(eAgreement, the Company enters into an Alternative Acquisition Agreement with respect to the Superior Proposal referred to in the foregoing clause (i).

Termination. This Agreement may be terminated and the Merger ----------- transactions contemplated hereby may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing Date: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Seller and ParentBuyer; (b) by ParentSeller or Buyer, Acquisition upon delivery of written notice to the other party: (i) if there shall have been any breach by the other party (which, in the case of the right of termination by Buyer, shall also include any breach by Seller or the Company) of any representation, warranty, covenant or agreement set forth in this Agreement, which breach (A) would give rise to the failure of a condition to the Closing hereunder and (B) either (1) cannot be cured or (2) if it can be cured, has not been cured prior to the first to occur of (ix) 5:00 p.m. on the Effective Time date that is twenty (20) days following receipt by the breaching party of written notice of such breach or (y) 5:00 p.m. on the date immediately preceding the Termination Date (the “Cure Period”); and, without limiting the generality of the foregoing, there shall be no Cure Period for Buyer’s failure to obtain all funds on or prior to the Closing Date necessary to pay the Closing Date Amounts in accordance with the terms and conditions hereof (which failure shall constitute a material breach of this Agreement); (ii) if there shall be any Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if any Governmental Authority shall have issued any Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and such Order or other action shall have become final and nonappealable; (iii) if the Closing shall not have occurred on or before December August 15, 1995 2013 or such later date as mutually agreed upon by Buyer and Seller (provided the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(bclause (iii) shall not be available to any party whose failure to fulfill any obligation under breach of this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Closing to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (civ) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any the aggregate amount of adjustments of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof Base Purchase Price pursuant to the Offer within 60 days following the commencement Section 8.4 on account of the Offer; Environmental Defect Amounts exceeds five percent (d5%) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnBase Purchase Price; or (ev) by Parent or Acquisitionif the aggregate amount of Casualty Losses exceeds five percent (5%) of the Base Purchase Price; provided, upon a breach of any material representationhowever, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of calculating the amount of a Casualty Loss incurred by a Joint Venture or any of their respective subsidiaries under this Section 8.01(e11.1(b)(v), only Seller’s pro rata portion of such Casualty Losses (based upon Seller’s direct or indirect equity ownership in such Joint Venture or subsidiary, as the case may be), shall be included in such aggregate amount.

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: (a) Closing by the mutual written consent duly authorized by the Boards of Directors of the Company SE Corp and Parent;SEP. (b) This Agreement may be terminated at any time prior to the Closing by Parent, Acquisition SE Corp or the Company, if by SEP: (i) by giving written notice of such termination to SEP, in the Effective Time shall case of a termination by SE Corp, or to SE Corp, in the case of a termination by SEP, if the Closing has not have occurred on or before December 1531, 1995 2015 (provided the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b8.13(b)(i) shall not be available to any party whose SE Corp or to SEP where the failure of SE Corp or the failure of SEP, as applicable, to fulfill any obligation its obligations under this Agreement has been the cause of caused or resulted in the failure of the Effective Time Closing to occur on or before such date), the Outside Date; or (ii) by giving written notice of such termination to SEP, in the case of a termination by SE Corp, or to SE Corp, in the case of a termination by SEP, if any court of competent jurisdiction in the United States or other United States governmental authority a Government Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any material part of the Merger Transactions and such order, decree, ruling or other action shall have become final and nonappealable; provided that the right to terminate this Agreement under this Section 8.13(b)(ii) shall not be available to SE Corp or to SEP where the failure of SE Corp or the failure of SEP, or (iii) respectively, to fulfill any of the Trigger Events described its obligations under this Agreement has caused or resulted in Section 8.03 hereof shall have occurred;such order, decree, ruling or action. (c) This Agreement may be terminated at any time prior to the Closing by Parent SE Corp if there has been a breach of any representation, warranty, covenant or Acquisitionagreement made by SEP in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions set forth in Section 6.1(a) or Section 6.1(b) would not be satisfied, and such breach or condition is not curable or, if due curable, is not cured prior to an occurrence or circumstance which would result the earlier of (i) 30 calendar days after written notice thereof is given by SE Corp to SEP and (ii) one Business Day prior to the Outside Date; provided that SE Corp is not then in a failure material breach of this Agreement so as to satisfy cause any of the conditions set forth in Annex A heretoSection 6.2(a), Parent Section 6.2(b) or Section 6.2(d) not to be satisfied. (d) This Agreement may be terminated at any time prior to the Closing by SEP if there has been a breach of any representation, warranty, covenant or agreement made by SE Corp in this Agreement, or any such representation and warranty shall have (i) failed to commence become untrue after the Offer on or before September 12date of this Agreement, 1995, (ii) terminated such that the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition conditions set forth in Section 7.01(d6.2(a) hereofor Section 6.2(b) would not be satisfied, and such breach or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant is not curable or, if curable, is not cured prior to the Offer within 60 days following the commencement earlier of the Offer; (d) by the Company, if (i) due 30 calendar days after written notice thereof is given by SEP to an occurrence or circumstance SE Corp and (ii) one Business Day prior to the Outside Date; provided that would result SEP is not then in a failure material breach of this Agreement so as to satisfy cause any of the conditions set forth in Annex A hereto Section 6.1(a), Section 6.1(b) or otherwise, Parent shall have (ASection 6.1(e) failed not to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orbe satisfied. (e) by Parent In the event of the termination of this Agreement in accordance with this Section 8.13, this Agreement shall thereafter become void and have no effect, and no Party shall have any liability to the other Party or Acquisitionits respective Affiliates, upon a breach or its or their respective partners, directors, officers or employees, pursuant to this Agreement except for the obligations of SE Corp and SEP contained in this Section 8.13(e) (and any material representation, warranty, covenant or agreement on the part of Company related definitional provisions set forth in Article I). Notwithstanding the foregoing, nothing in this Agreement, Section 8.13(e) shall relieve SE Corp or if SEP from liability for any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)Agreement that arose prior to such termination.

Termination. This Subject to Section 10.2 hereof, this Agreement may be terminated and the Merger ----------- may be Transaction abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing: (a) by mutual written consent duly authorized by the Boards of Directors agreement of the Company Purchaser and ParentShareholder Representative; (b) by Parent, Acquisition Purchaser or the Company, Shareholder Representative if (i) the Effective Time Closing Date shall not have occurred on or before December 15by October 1, 1995 (provided 2011 the “Drop-Dead Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b10.1(b) shall not be available to any party whose action or failure to fulfill any obligation under this Agreement act has been the a principal cause of or resulted in the failure of the Effective Time Closing to occur on or before such date)date and such action or failure to act constitutes breach of this Agreement and provided, (ii) any court of competent jurisdiction in the United States or other United States governmental authority further, that Purchaser shall have issued the right to extend the Drop Dead Date for an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting additional period to the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of extent necessary for the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient Company to satisfy the condition set forth in Section 7.01(d7.2(e) (except in circumstances contemplated by subsection (c) hereof); (c) by either Purchaser or the Shareholder Representative if any Governmental Entity shall have enacted, issued, promulgated, enforced or (iii) failed to accept for payment Shares sufficient to satisfy entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint which is in effect and which has the condition set forth in Section 7.01(d) hereof pursuant to effect of making the Offer within 60 days following the commencement of the OfferTransaction illegal; (d) by the CompanyPurchaser if there shall be any action taken, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto statute, rule, regulation or otherwiseorder enacted, Parent shall have (A) failed to commence the Offer on promulgated or before September 12, 1995, (B) terminated the Offer issued or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant deemed applicable to the Offer with 60 days following the commencement Transaction by any Governmental Entity, which would constitute an Action of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orDivestiture; (e) by Parent or Acquisition, upon Purchaser if it is not in material breach of its obligations under this Agreement and there has been a material breach of any material representation, warranty, covenant or agreement on of the part of Company set forth or the Shareholders contained in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, Agreement such that the condition conditions set forth in Section 7.03 7.2(a) or Section 7.2(b) hereof would not be incapable of being satisfied on or before December 15and such breach has not been cured within twenty (20) days after written notice thereof to the Shareholder Representative; provided, 1995 (or as otherwise extended); provided thathowever, in any case, a willful breach that no cure period shall be deemed required for a breach which by its nature cannot be cured; or (f) by the Shareholder Representative if neither the Company nor the Shareholders are in material breach of their respective obligations under this Agreement and there has been a breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement such that the conditions set forth in Section 7.3(a) hereof would not be satisfied and such breach has not been cured within twenty (20) days after written notice thereof to cause such conditions to Purchaser; provided, however, that no cure period shall be incapable of being satisfied required for purposes of this Section 8.01(e)a breach which by its nature cannot be cured.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after receipt of Foamix Shareholder Approval or the Menlo Stockholder Approval, as applicable: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Menlo and ParentFoamix; (b) by Parent, Acquisition either Menlo or the Company, if Foamix: (i) if the Effective Time Merger shall not have occurred on or before December 15been consummated by June 30, 1995 2020 (provided the “Outside Date”); provided, however, that the right to terminate this Agreement under pursuant to this Section 8.01(b7.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under covenant or agreement contained in this Agreement in any material respect has been the primary cause of of, or resulted in in, the failure of the Effective Time Merger to occur be consummated on or before by such date), ; (ii) if the Menlo Stockholder Approval shall not have been obtained at the Menlo Stockholders’ Meeting duly convened therefor or at any court of competent jurisdiction in adjournment or postponement thereof at which a proper vote on such matters was taken; provided, however, that the United States or other United States governmental authority right to terminate under this Section 7.1(b)(ii) shall not be available to Menlo where the failure to obtain the Menlo Stockholder Approval shall have issued an orderbeen caused by or related to Menlo’s material breach of the Agreement; (iii) if Foamix Shareholder Approval shall not have been obtained at Foamix Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof at which a proper vote on such matters was taken; provided, decree however, that the right to terminate under this Section 7.1(b)(iii) shall not be available to Foamix where the failure to obtain Foamix Shareholder Approval shall have been caused by or ruling or taken related to Foamix’s material breach of the Agreement; or (iv) if any other action restraining, enjoining or otherwise prohibiting Judgment having any of the Merger effects set forth in Section 6.1(c) shall be in effect and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or AcquisitionMenlo, if due Foamix shall have breached or failed to an occurrence perform any of its representations, warranties, covenants or circumstance other agreements contained in this Agreement, which would result in a breach or failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have perform (i) failed would give rise to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase failure of Shares sufficient to satisfy the a condition set forth in Section 7.01(d6.2(a) hereofor Section 6.2(b) and (ii) is incapable of being cured, or is not cured, by Foamix by the earlier of (iiix) failed (30) Business Days following written notice to accept for payment Shares sufficient to satisfy Foamix by Menlo of such breach or (y) the condition set forth in Section 7.01(d) hereof pursuant Business Day prior to the Offer within 60 days following the commencement of the OfferOutside Date; (d) by the CompanyFoamix, if Menlo or Menlo Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) due would give rise to an occurrence or circumstance that would result in the failure of a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d6.3(a) hereof or (CSection 6.3(b) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or and (ii) all conditions set forth in Annex A hereto have been satisfied is incapable of being cured, or waived and Parent shall have failed is not cured, by Menlo by the earlier of (x) (30) Business Days following written notice to accept for payment any Shares validly tendered and not withdrawn; orMenlo by Foamix of such breach or (y) the Business Day prior to the Outside Date; (e) by Parent or AcquisitionMenlo: (i) at any time prior to obtaining Foamix Shareholder Approval, upon a breach Foamix Adverse Recommendation Change; or (ii) if the Foamix Board fails to reaffirm publicly its recommendation to Foamix’s shareholders to vote in favor of the Merger within seven (7) days of Menlo’s written request for such reaffirmation; (f) by Foamix: (i) at any material representationtime prior to obtaining the Menlo Stockholder Approval, warrantyupon a Menlo Adverse Recommendation Change; or (ii) if the Menlo Board fails to reaffirm publicly its recommendation to Menlo’s stockholders to vote in favor of the Merger within seven (7) days of Foamix’s written request for such reaffirmation; (g) by Menlo, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company Foamix shall have become untruematerially breached any of the provisions of Section 5.6; (h) by Foamix, if Menlo shall have materially breached any of the provisions of Section 5.7; (i) by Menlo, at any time prior to obtaining Menlo Stockholder Approval, to accept and enter into a binding agreement with respect to a Menlo Superior Proposal; provided that for the termination of this Agreement pursuant to this subsection (i) to be effected, Menlo shall have complied with the provisions of Section 5.7(a) in either case, such that all material respects (other than in immaterial respect) and Menlo shall have paid the condition set forth Menlo Termination Fee (as defined in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as 7.2(c)) and otherwise extendedcomplied with its obligations under Section 7.2(c); or (j) by Foamix, at any time prior to obtaining Foamix Shareholder Approval, to accept and enter into a binding agreement with respect to a Foamix Superior Proposal; provided that, in any case, a willful breach shall be deemed that for the termination of this Agreement pursuant to cause such conditions this subsection (j) to be incapable effected, Foamix shall have complied with the provisions of being satisfied for purposes of this Section 8.01(e5.6(a) in all respects (other than in immaterial respects) and Foamix shall have paid the Foamix Termination Fee (as defined in Section 7.2(d)) and otherwise complied with its obligations under Section 7.2(d).

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after approval of the stockholders of the Company described herein: (a) by mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either Parent or the Company, Company if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Governmental Authority shall have issued an order, decree or ruling or taken any other action restrainingpermanently enjoining, enjoining restraining or otherwise prohibiting the Merger consummation of the transactions contemplated by this Agreement and such order, decree, decree or ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have if (i) the Company shall have breached or failed to commence perform in any material respect any of its covenants or other agreements contained in this Agreement, which breach or failure to perform is incapable of being cured or has not been cured within five (5) days after the giving of written notice thereof to the Company (but not later than the expiration of the twenty (20) business day period provided for the Offer on or before September 12, 1995, under SECTION 1.1(b) hereof); (ii) terminated any representation or warranty of the Offer or the Offer Company shall not have expired without the purchase of Shares sufficient to satisfy the condition set forth been true and correct in Section 7.01(d) hereof, or all material respects when made; (iii) failed any representation or warranty of the Company shall cease to accept be true and correct in all material respects at any later date as if made on such date (other than representations and warranties made as of a specified date) other than as a result of a breach or failure to perform by the Company of any of its covenants or agreements under this Agreement; PROVIDED, HOWEVER, that such representation or warranty is incapable of being cured or has not been cured within five (5) days after the giving of written notice thereof to the Company (but not later than the expiration of the twenty (20) business day period provided for payment Shares sufficient the Offer under SECTION 1.1(b) hereof); PROVIDED, HOWEVER, that the right to satisfy the condition set forth in Section 7.01(d) hereof terminate this Agreement pursuant to the Offer within 60 days following the commencement this SECTION 7.1(c) shall not be available to Parent if Purchaser or any other affiliate of Parent shall acquire shares of Company Common Stock pursuant to the Offer; (d) by the CompanyParent if, if whether or not permitted to do so by this Agreement, (i) due to an occurrence the Board of Directors of the Company or circumstance that would result any committee thereof shall have withdrawn or modified in a failure manner adverse to satisfy Parent or Purchaser its approval or recommendation of the Offer or any of the Company Proposals; (ii) the Board of Directors of the Company or any committee thereof shall have approved or recommended to the stockholders of the Company any Company Takeover Proposal or Alternative Transaction; (iii) the Board of Directors of the Company or any committee thereof shall have approved or recommended that the stockholders of the Company tender their Shares in any tender or exchange offer that is an Alternative Transaction; (iv) the Board of Directors of the Company or any committee thereof shall have taken any position or make any disclosures to the Company's stockholders permitted pursuant to SECTION 4.8(e) which has the effect of any of the foregoing; (v) the Board of Directors of the Company or any committee thereof shall have resolved to take any of the foregoing actions or (vi) the Board of Directors of the Company or any committee thereof shall have redeemed the Rights, or waived or amended any provision of the Rights Agreement, in any such case to permit or facilitate the consummation of any Company Takeover Proposal or Alternative Transaction; (e) by either Parent or the Company if, as the result of the failure of the Minimum Condition or any of the other conditions set forth in Annex A hereto or otherwiseI hereto, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have terminated or expired in accordance with its terms without the purchase of Purchaser having purchased any Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all provided that if the failure to satisfy any conditions set forth in Annex A hereto I shall be a basis for termination of this Agreement under any other clause of this Section 7.1, a termination pursuant to this clause (e) shall be deemed a termination under such other clause; (f) by either Parent or the Company if the Offer shall not have been satisfied consummated on or waived and before March 31, 1999, PROVIDED that the right to terminate this Agreement pursuant to this SECTION 7.1(f) shall not be available to any party whose failure to perform any of its obligations under this Agreement results in the failure of the Offer to be consummated by such time; (g) by the Company if Parent or Purchaser shall have breached or failed to accept for payment perform in any Shares validly tendered and material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform is incapable of being cured or has not withdrawnbeen cured within 5 days after the giving of written notice thereof to Parent; or (eh) by Parent or Acquisitionthe Company in accordance with SECTION 4.8(c) hereof; PROVIDED, upon a breach of HOWEVER, that the right to terminate this Agreement pursuant to this SECTION 7.1(h) shall not be available (x) if the Company has breached in any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreementrespect its obligations under SECTION 4.8 hereof, or (y) if any representation or warranty of the Company shall have become untrue, fail to pay when due the fees and expenses contemplated by SECTION 8.7 hereof. The party desiring to terminate this Agreement pursuant to the preceding paragraphs shall give written notice of such termination to the other party in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)accordance with SECTION 8.5 hereof.

Termination. (a) This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing as follows: (ai) by mutual written consent duly authorized by the Boards of Directors of the Company and Parenteach party hereto; (bii) by Parent, Acquisition or the Companyany party hereto, if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill order of any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action Governmental Authority permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action consummation of the Transactions shall have become final and nonappealable, or non-appealable; (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or AcquisitionSeller, if due to an occurrence there shall be a breach by Buyer of any representation or circumstance which would result warranty or any covenant or agreement contained in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance this Agreement that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the a condition set forth in Section 7.01(d6.1 or 6.3 and which breach cannot be cured or has not been cured (to the extent necessary to avoid a failure of such a condition) hereof prior to the Termination Date; (iv) by Buyer, if there shall be a breach by Parent, Seller or (C) failed to accept for payment Shares sufficient to satisfy the Company of any representation or warranty or any covenant or agreement contained in this Agreement that would result in a failure of a condition set forth in Section 7.01(d) hereof pursuant 6.1 or 6.2 and which breach cannot be cured or has not been cured (to the Offer with 60 days following extent necessary to avoid a failure of such a condition) prior to the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnTermination Date; or (ev) by Parent Seller or AcquisitionBuyer if the Closing does not occur on or before the close of business on May 23, upon a 2017 (the “Termination Date”); provided that (A) Buyer shall have no right to terminate this Agreement pursuant to this clause (v) if Buyer is in material breach of any material representationof its representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on the part Termination Date and such breach shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by the Termination Date, and (B) Seller shall have no right to terminate this Agreement pursuant to this clause (v) if Parent, Seller or the Company set forth is in material breach of any of its representations, warranties, covenants or agreements contained in this AgreementAgreement on the Termination Date and such breach shall have been the cause of, or if any representation or warranty of Company shall have resulted in, the failure of the Closing to occur by the Termination Date. (b) The termination of this Agreement shall be effectuated by the delivery by the party terminating this Agreement to each other party of a written notice of such termination. If this Agreement so terminates, it shall become untruenull and void and have no further force or effect, in either case, such that the condition set forth except as provided in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)7.2.

Termination. This Merger Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeTime of the Merger: (a) by mutual written consent duly authorized by of Cirracor and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either Cirracor or the Company, if (i) the Effective Time shall not have occurred on or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority Governmental Entity shall have issued an order, decree or ruling or taken any other action restrainingpermanently enjoining, enjoining restraining or otherwise prohibiting the Merger Merger, and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or AcquisitionCirracor, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent Merger shall not have (i) failed to commence the Offer been consummated on or before September 12December 31, 1995, (ii) terminated 2006; provided that such failure has not occurred as a proximate result of the Offer or the Offer shall have expired without the purchase failure of Shares sufficient Cirracor to satisfy the condition set forth in Section 7.01(d) hereofperform its obligations under this Merger Agreement required to be performed at, or (iii) failed to accept for payment Shares sufficient to satisfy prior to, the condition set forth Effective Time of the Merger, in Section 7.01(d) hereof which event Cirracor may not terminate this Merger Agreement pursuant to the Offer within 60 this provision for a period of 10 days following its cure of such failure; provided, further, that if the commencement Company requests an extension of the OfferClosing after this date and Cirracor consents in writing, then Cirracor may not terminate this Merger Agreement under this provision until the expiration of such extension period; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent Proxy Statement shall not have (A) failed to commence been cleared by the Offer SEC on or before September 12, 1995, the 90th day after the later of the Company providing Cirracor (Bx) terminated the Offer or Company’s audited financial statements for use in the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof Proxy Statement or (Cy) failed to accept all reasonably necessary information regarding the Company as required for payment Shares sufficient to satisfy disclosure in the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, Proxy Statement or (ii) all conditions set forth the Merger has not been consummated within 30 days after the SEC clears the Proxy Statement ; provided that such failure has not occurred as a proximate result of the failure of the Company to perform its obligations under this Merger Agreement required to be performed at, or prior to, the Effective Time of the Merger, in Annex A hereto have been satisfied or waived which event the Company may not terminate this Merger Agreement pursuant to this provision for a period of 10 days following its cure of such failure; provided, further, that if Cirracor requests an extension of the Closing after this date and Parent shall have failed to accept for payment any Shares validly tendered and the Company consents in writing, then the Company may not withdrawn; orterminate this Merger Agreement under this provision until the expiration of such extension period; (e) by Parent or AcquisitionCirracor, upon if a material adverse change shall have occurred relative to the Company, which change constitutes a material breach and is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach is given by Cirracor to the Company; (f) by Cirracor, if the Company willfully fails to perform in any material representationrespect any of its material obligations under this Merger Agreement, warrantywhich constitutes a material breach and is not curable or, covenant if curable, is not cured within thirty (30) days after written notice of such breach is given by Cirracor to the Company; (g) by the Company, if a material adverse change shall have occurred relative to Cirracor or agreement on the part Cirracor Stockholder, which change constitutes a material breach and is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach is given by the Company set forth to Cirracor; (h) by the Company, if Cirracor or the Cirracor Stockholder willfully fails to perform in any material respect any of their respective material obligations under this Merger Agreement, which constitutes a material breach and is not curable, or if curable, is not cured within thirty (30) days after written notice of such breach is given by the Company to Cirracor or the Cirracor Stockholder; (i) by Cirracor, if the Company has a stockholder meeting to obtain the Company Stockholder Approval and such Company Stockholder Approval is not obtained, including at any representation or warranty adjournment of Company shall have become untruethe stockholder meeting. (j) by the Company, in either caseif the Cirracor Stockholder Approval is not obtained at the Stockholder Meeting, such that including at any adjournment of the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)Stockholder Meeting.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, prior to the Effective Time (notwithstanding any approval thereof of this Agreement by the stockholders of the Company, but prior to the Effective Time:): (a) by mutual written consent duly authorized by the Boards of Directors of the Company and ParentCytRx duly authorized by each of their respective Boards of Directors; (b) by Parent, Acquisition either the Company or the CompanyCytRx, if the Merger has not been consummated by September 30, 2008 (i) the Effective Time shall not have occurred on or before December 15“Outside Date”); provided, 1995 (provided however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose (i) CytRx, if the failure of CytRx or Merger Subsidiary to fulfill any obligation of its material obligations under this Agreement has been the cause of or resulted in caused the failure of the Effective Time Closing to occur on or before such date), or (ii) the Company, if the failure of the Company to fulfill any court of competent jurisdiction in its material obligations under this Agreement caused the United States failure of the Closing to occur on or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and before such order, decree, ruling or other action shall have become final and nonappealabledate, or (iiiii) any CytRx or the Company, if the failure of the Trigger Events described Closing to occur on or before such date is due solely to the failure of the condition set forth in Section 8.03 hereof shall have occurred7.01(c) notwithstanding the performance by CytRx of its obligations under Section 6.08; (c) by Parent either the Company or AcquisitionCytRx, if due to an occurrence (x) there has been a breach by the other of any representation or circumstance warranty contained in this Agreement which would result reasonably be expected to have a Company Material Adverse Effect or a CytRx Material Adverse Effect, as the case may be, and which breach is not curable or, if curable, the breaching party shall not be using on a continuous basis its reasonable best efforts to cure in all material respects such breach after written notice of such breach by the terminating party or such breach has not been cured within twenty business days after written notice of such breach by the terminating party, or (y) there has been a failure to satisfy breach of any of the conditions covenants or agreements set forth in Annex A hereto, Parent shall have (i) failed to commence this Agreement on the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement part of the Offerother party, which would reasonably be expected to have a CytRx Material Adverse Effect or a Company Material Adverse Effect, as the case may be, and which breach is not curable or, if curable, the breaching party shall not be using on a continuous basis its reasonable best efforts to cure such breach after written notice of such breach by the terminating party or such breach has not been cured within twenty business days after written notice of such breach by the terminating party; (d) by either the Company, if (i) due to an occurrence Company or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 CytRx after ten days following the commencement entry of any final and non-appealable judgment, injunction, order or decree by a court or governmental agency or authority of competent jurisdiction restraining or prohibiting the consummation of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orMerger; (e) by Parent or Acquisitionthe Company if, upon prior to receipt of the Company Stockholders’ Approval, the Company receives a breach Superior Proposal, resolves to accept such Superior Proposal, complies with its Termination Fee payment obligations under Section 8.02 hereof and gives CytRx at least four business days’ prior written notice of any material representationits intention to terminate pursuant to this provision; provided, warrantyhowever, covenant or agreement on that such termination shall not be effective until such time as the part payment required by Section 8.02 shall have been received by CytRx; (f) by CytRx, if the Board of Company set forth in this Agreement, or if any representation or warranty Directors of the Company shall have become untruefailed to recommend, or shall have withdrawn, modified or amended in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, a manner adverse to CytRx in any casematerial respect the Directors’ Recommendation, or shall have resolved to do any of the foregoing, or shall have recommended another Acquisition Proposal or if the Board of Directors of the Company shall have resolved to accept a willful breach Superior Proposal or shall be deemed have recommended to cause the stockholders of the Company that they tender their shares in a tender or an exchange offer commenced by a third party (excluding any affiliate of CytRx or any group of which any affiliate of CytRx is a member) or any other circumstance in which a Company Adverse Recommendation Change shall have occurred; or (g) by CytRx, if the Company shall have received an Acquisition Proposal from any person and the Company Board of Directors took a neutral position or made no recommendation with respect to such conditions Acquisition Proposal and did not publicly reaffirm the Directors’ Recommendation in favor of the Merger and the transactions contemplated hereby after a reasonable amount of time (and in no event more than five business days following such receipt) has elapsed for the Company Board of Directors to be incapable review and make a recommendation with respect to such Acquisition Proposal; or (h) by CytRx or the Company if the stockholders of being satisfied for purposes of this Section 8.01(ethe Company fail to approve the Merger at the Company Stockholders’ Meeting (including any adjournment or postponement thereof).

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after the requisite approvals of the shareholders of the Company: (a) by mutual written consent duly authorized by the Boards of Directors of Parent and the Company and ParentCompany; (b) by Parent, Acquisition either the Company or Parent if the Company, if (i) the Effective Time Merger shall not have occurred on been consummated by July 31, 2008 (the “Termination Date”) for any reason; provided, however, that if the Merger shall not have been consummated solely due to the waiting period under the HSR Act (or before December 15any extension thereof) not having expired or been terminated, 1995 (provided then the Termination Date shall be extended until October 31, 2008; and provided, further, that the right to terminate this Agreement under this Section 8.01(b7.1(b) shall not be available to any party whose action or failure to fulfill any obligation under this Agreement act has been the a principal cause of or resulted in the failure of the Effective Time Merger to occur on or before such date), date and such action or failure to act constitutes a breach of this Agreement; (iic) any court of competent jurisdiction in by either the United States Company or other United States governmental authority Parent if a Governmental Entity shall have issued an order, decree or ruling or taken any other action action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger and such Merger, which order, decree, ruling or other action shall have become is final and nonappealable; (d) by either the Company or Parent, if the Company Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the later of (i) a meeting of the Company shareholders duly convened therefor; or (iiiii) at any adjournment thereof; provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to the Company where the failure to obtain the Company Shareholder Approval shall have been caused by (i) the action or failure to act of the Trigger Events described in Section 8.03 hereof Company and such action or failure to act constitutes a material breach by the Company of this Agreement or (ii) a breach of the Voting Agreement by any party thereto other than Parent; (e) by Parent (at any time prior to the Company Shareholder Approval) if a Triggering Event (as defined below) shall have occurred; (cf) by Parent or Acquisitionthe Company (at any time prior to the Company Shareholder Approval), if due to an occurrence or circumstance which would result upon a Change of Recommendation in connection with a failure to satisfy any Superior Proposal; provided, however, that contemporaneously with the termination of the conditions set forth in Annex A heretothis Agreement, Parent shall have (i) failed the Company pays to commence Parent the Offer on or before September 12, 1995, Termination Fee (as defined in Section 7.3(b)) and (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient Company enters into a definitive agreement to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offereffect such Superior Proposal; (dg) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, or if any representation or warranty of Parent shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied; provided, however, that if such inaccuracy in Parent’s representations and warranties or breach by Parent is curable by Parent, then the Company may not terminate this Agreement under this Section 7.1(g) for thirty (30) days after delivery of written notice from the Company to Parent of such breach and intent to terminate; provided, however, Parent continues to exercise commercially reasonable efforts to cure such breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 7.1(g) if such breach by Parent is cured during such 30-day period, or if the Company shall be in material breach of this Agreement); or (h) by Parent, upon a breach of any covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case, case such that the condition conditions set forth in Section 7.03 hereof 6.3(a) or Section 6.3(b) would not be incapable satisfied, provided that if such inaccuracy in the Company’s representations and warranties or breach by the Company is curable by the Company, then Parent may not terminate this Agreement under this Section 7.1(h) for thirty (30) days after delivery of written notice from Parent to the Company of such breach and intent to terminate, provided the Company continues to exercise commercially reasonable efforts to cure such breach (it being satisfied on understood that Parent may not terminate this Agreement pursuant to this Section 7.1(h) if such breach by the Company is cured during such 30-day period, or before December 15, 1995 (or as otherwise extendedif Parent shall be in material breach of this Agreement); provided that, in any case. For the purposes of this Agreement, a willful breach “Triggering Event” shall be deemed to cause such conditions have occurred if: (i) the Board of Directors of the Company or any committee thereof shall for any reason have withheld or withdrawn or shall have amended or modified in a manner adverse to be incapable Parent its recommendation in favor of being satisfied for purposes the approval of the Merger and adoption of this Agreement or failed to call and hold the Company Shareholder Meeting in accordance with Section 8.01(e)5.2; (ii) the Company shall have failed to include in the Proxy Statement/Prospectus the recommendation of the Board of Directors of the Company in favor of the approval of the Merger and adoption of this Agreement; (iii) the Board of Directors of the Company fails publicly to reaffirm its recommendation in favor of the approval of the Merger and adoption of this Agreement within five (5) Business Days after Parent requests in writing that such recommendation be reaffirmed at any time following the public announcement of an Acquisition Proposal; (iv) the Board of Directors of the Company or any committee thereof shall have approved or publicly recommended any Acquisition Proposal; (v) the Company shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Acquisition Proposal; (vi) the Company shall have breached any of the provisions of Sections 5.2 or 5.4 and such breach has led to or resulted in an Acquisition Proposal being made; or (vii) a tender or exchange offer relating to securities of the Company shall have been commenced by a person unaffiliated with Parent, and the Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) Business Days after such tender or exchange offer is first published sent or given, a statement disclosing that the Company recommends rejection of such tender or exchange offer.

Termination. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Merger ----------- Transactions that have not been consummated prior to such termination may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeOption Closing Date, whether before or after the receipt of the Required Unitholder Approvals: (a) by By the mutual written consent duly authorized by the Boards of Directors all of the Company and ParentParties in a written instrument; (b) by ParentBy either the NGP Parties, Acquisition on one hand, or the CompanyPartnership, if on the other, upon written notice to the other (in the case of clauses (iv) and (v), delivered prior to the Transaction Fee Payment Date), if: (i) the Effective Time shall Required Unitholder Approvals have not have occurred been obtained on or before December 15, 1995 (the Termination Date; provided that the right to terminate this Agreement under pursuant to this Section 8.01(b10.1(b)(i) shall will not be available to any a party whose failure to fulfill any material obligation under this Agreement or other material breach of this Agreement has been the primary cause of of, or resulted in in, the failure of the Effective Time Required Unitholder Approvals to occur have been consummated on or before such date), ; (ii) any court of competent jurisdiction in the United States Governmental Authority has issued a Law or other United States governmental authority shall have issued an order, decree Order or ruling regulation or taken any other action action, in each case permanently restraining, enjoining or otherwise prohibiting the Merger consummation of any of the Transactions or making any of the Transactions illegal and such order, decree, ruling Law or Order or other action shall have has become final and nonappealable, or nonappealable (provided that the terminating party is not then in breach of Section 7.3; (iii) the Required Unitholder Approvals are not all obtained at the Unitholder Meeting; (iv) there has been a material breach of or any inaccuracy in any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent representations or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions warranties set forth in Annex A heretothis Agreement on the part of the other party (treating the NGP Parties as one party for the purposes of this Section 10.1(b)(iv)), Parent shall have (i) failed to commence which breach is not cured within 30 days following receipt by the Offer on or before September 12, 1995, (ii) terminated breaching party of written notice of such breach from the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereofterminating party, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant which breach, by its nature, cannot be cured prior to the Offer within 60 days following Transaction Fee Payment Date (provided in any such case that the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result terminating party is not then in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a material breach of any material representation, warranty, covenant or other agreement contained herein); or (v) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 other party (or treating the NGP Parties as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied one party for the purposes of this Section 8.01(e10.1(b)(v)), which breach has not been cured within 30 days following receipt by the breaching party of written notice of such breach from the terminating party, or which breach, by its nature, cannot be cured prior to the Transaction Fee Payment Date (provided in any such case that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (c) By the NGP Parties, upon written notice to the Partnership delivered prior to the receipt of the Required Unitholder Approvals, if (i) the Partnership has willfully and materially breached Section 7.7 or (ii) a Change in Recommendation has occurred. (d) By the NGP Parties, upon written notice to the Partnership delivered within eight Trading Days following the end of the applicable Measurement Window if the Measurement Window Average Price was less than $1.50 for such Measurement Window; provided, that no such notice may be delivered to the Partnership after the Required Unitholder Approvals are obtained. (e) By the Conflicts Committee, upon written notice to the NGP Parties delivered prior to the receipt of the Required Unitholder Approval, if at any time after the date of this Agreement, the Conflicts Committee (after consultation with, and taking into account the advice of, its outside legal advisors and financial consultants) determines that terminating this Agreement in favor of a Competing Proposal is either in the best interest of the Partnership or in the best interests of the Non-Affiliated Unitholders. (f) By the NGP Parties upon written notice to the Partnership delivered prior to the Transaction Fee Payment Date, if a Material Adverse Change has occurred. (g) By the NGP Parties upon written notice to the Partnership delivered prior to the Transaction Fee Payment Date, if the transactions contemplated by the R&M Purchase Agreement have not closed within seven Business Days following the Unitholder Approval Date. In addition, this Agreement will automatically terminate, with no further action by any Party hereto, upon the termination of the R&M Purchase Agreement prior to the closing of the transactions contemplated thereby. The Partnership will provide prompt written notice to the NGP Parties of any such termination.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after the requisite approval of the stockholders of Company: (a) by mutual written consent duly authorized by the Boards of Directors of the Company Parent and ParentCompany; (b) by Parent, Acquisition either Company or Parent if the Company, if (i) the Effective Time Merger shall not have occurred on or before December been consummated by February 15, 1995 2001 (provided such date, or such other date that may be agreed by mutual written consent, being the "Outside Date") for any reason; provided, however, that the right to terminate this Agreement under this Section 8.01(b7.1(b) shall not be available to any party whose action or failure to fulfill any obligation under this Agreement act has been the a principal cause of or resulted in the failure of the Effective Time Merger to occur on or before such date), date if such action or failure to act constitutes a breach of this Agreement; (iic) any court of competent jurisdiction in the United States by either Company or other United States governmental authority Parent if a Governmental Entity shall have issued an order, decree or ruling or taken any other action action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger and such Merger, which order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, either Company or Parent if (i1) due the Company Stockholders' Meeting (including any adjournments thereof) shall have been held and completed and the stockholders of Company shall have taken a final vote on a proposal to an occurrence adopt this Agreement, and (2) the required approval of the stockholders of Company contemplated by this Agreement shall not have been obtained; provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to Company or circumstance that would result in a Parent where the failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent obtain Company stockholder approval shall have (A) failed been caused by the action or failure to commence the Offer on act of Company or before September 12Parent, 1995respectively, (B) terminated the Offer and such action or the Offer shall have expired without the purchase failure to act constitutes a breach by Company or Parent, respectively, of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; orthis Agreement; (e) by Parent or AcquisitionCompany, upon a breach of any material representationcovenant or agreement on the part of Parent set forth in this Agreement, warrantyor if any representation or warranty of Parent shall have been inaccurate when made or shall have become inaccurate, in either case such that the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate, provided, that if such inaccuracy in Parent's representations and warranties or breach by Parent is curable by Parent, then this Agreement shall not terminate pursuant to this Section 7.1(e) with respect to a particular breach or inaccuracy until the earlier of (i) the expiration of a thirty (30) day period commencing upon delivery of written notice from Company to Parent of such breach or inaccuracy and (ii) Parent ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that Company may not terminate this Agreement pursuant to this Section 7.1(e) if it shall have materially breached this Agreement or if such breach by Parent or inaccuracy in Parent's representations and warranties is cured prior to such termination becoming effective pursuant hereto); (f) by Parent, upon a breach of any covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have been inaccurate when made or shall have become untrueinaccurate, in either case, case such that the condition conditions set forth in Section 7.03 hereof 6.3(a) or Section 6.3(b) would not be incapable satisfied as of being satisfied on or before December 15, 1995 (the time of such breach or as otherwise extendedof the time such representation or warranty shall have become inaccurate, provided, that if such inaccuracy in Company's representations and warranties or breach by Company is curable, then this Agreement shall not terminate pursuant to this Section 7.1(f) with respect to a particular breach or inaccuracy until the earlier of (i) the expiration of a thirty (30) day period commencing upon delivery of written notice from Parent to Company of such breach or inaccuracy and (ii) Company ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(f) if it shall have materially breached this Agreement or if such breach by Company or inaccuracy in Company's representations and warranties is cured prior to such termination becoming effective pursuant hereto); provided that, in any case; (g) by Parent if a Triggering Event (as defined below) shall have occurred. For the purposes of this Agreement, a willful breach "Triggering Event" shall be deemed to cause such conditions have occurred if: (i) the Board of Directors of Company or any committee thereof shall for any reason have withheld, withdrawn or refrained from making or shall have modified, amended or changed in a manner adverse to be incapable Parent its recommendation in favor of being satisfied for purposes the adoption of this Agreement; (ii) Company shall have failed to include in the Proxy Statement/Prospectus the recommendation of the Board of Directors of Company in favor of the adoption of this Agreement; (iii) the Board of Directors of Company fails to reaffirm its recommendation in favor of the adoption of this Agreement within ten (10) business days after Parent requests in writing that such recommendation be reaffirmed at any time following the public announcement and during the pendency of an Acquisition Proposal; (iv) the Board of Directors of Company or any committee thereof shall have approved or recommended any Acquisition Proposal; (v) Company shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Acquisition Proposal; (vi) Company shall have breached any of the provisions of Section 8.01(e)5.4 of this Agreement in any material respect or (vii) a tender or exchange offer relating to not less than 15% of the then outstanding shares of capital stock of Company shall have been commenced by a person unaffiliated with Parent and Company shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published sent or given, a statement disclosing that Company recommends rejection of such tender or exchange offer.

Termination. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective TimeClosing Date: (a) by the mutual written consent duly authorized by the Boards of Directors of the Company Buyer and ParentAon; (b) by ParentBuyer if Aon shall have breached any of its representations, Acquisition warranties, covenants or agreements contained in this Agreement, which would give rise to the Companyfailure of a condition set forth in Article IX, which breach cannot be cured by the Termination Date as the same may be extended pursuant to Section 12.1(e) or which has not been cured within 60 days of notice thereof by Buyer; (c) by Aon if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article X which breach cannot be cured by the Termination Date as the same may be extended pursuant to Section 12.1(e) or which has not been cured within 60 days of notice thereof by Aon; (id) by Buyer or Aon if any court of competent jurisdiction in the Effective Time United States or other United States Administrative Authority shall have issued a final and non-appealable order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of any material transaction contemplated hereby; or (e) by Buyer or Aon if the Closing shall not have occurred on or before December 15July 31, 1995 2008 (provided the “Termination Date”) (or such later date as may be agreed in writing to by Buyer and Aon); provided, however, that either Buyer or Aon may by written notice to the other delivered on or before July 31, 2008 extend the Termination Date until any date prior to September 30, 2008 if the failure of the Closing to have occurred on or before July 31, 2008 shall have resulted from the failure of the condition set forth in Sections 9.2 or 9.3 or Sections 10.2 or 10.3; provided, further, that the right to terminate this Agreement under pursuant to this Section 8.01(b12.1(e) shall not be available to any party whose failure to fulfill any obligation under of its obligations contained in this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time Closing to occur have occurred on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant prior to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)aforesaid date.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, whether before or after receipt of the Stockholder Approval: (a) by mutual written consent duly authorized by the Boards of Directors of the Company and Parent; (b) by either Company or Parent, Acquisition or the Company, if : (i) if the Effective Time Merger shall not have occurred been consummated on or before December 15August 19, 1995 2011 (provided the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b8.01(b)(i) shall not be available to any party whose if the failure of such party to fulfill perform any obligation of its obligations under this Agreement has been the a principal cause of or resulted in the failure of the Effective Time Merger to occur be consummated on or before such datedate (it being understood that Parent and Sub shall be deemed a single party for purposes of the foregoing proviso), ; (ii) if any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, Restraint enjoining or otherwise prohibiting or making illegal the consummation of the Merger shall be in effect and such order, decree, ruling or other action shall have become final and nonappealable, provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b)(ii) shall not be available to any party unless such party shall have complied with its obligations under Section 6.04 to prevent, oppose or remove such Restraint; or (iii) the Stockholder Approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor or at any of the Trigger Events described in Section 8.03 hereof shall have occurredadjournment or postponement thereto; (c) by Parent or AcquisitionParent, if due to an occurrence there shall be any breach or circumstance which would result inaccuracy in a failure to satisfy any of the conditions Company’s representations or warranties set forth in Annex A heretothis Agreement or the Company has failed to perform any of its covenants or other agreements set forth in this Agreement, Parent shall have which inaccuracy, breach or failure to perform (i) failed to commence would give rise to, if occurring or continuing at the Offer on or before September 12Effective Time, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase failure of Shares sufficient to satisfy the any condition set forth in Section 7.01(d7.02(a) hereofor Section 7.02(b) and (ii) has not been or is not capable of being cured by the Company prior to the earlier of (x) the Outside Date and (y) the 60th calendar day after its receipt of written notice thereof from Parent; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(c) if Parent or Sub is then in breach of any of its representations, warranties, covenants or (iii) failed other agreements hereunder which breach or failure to accept for payment Shares sufficient perform would give rise to satisfy the failure of any condition set forth in Section 7.01(d7.03(a) hereof pursuant to the Offer within 60 days following the commencement of the Offeror Section 7.03(b); (d) by the Company, if there shall be any breach or inaccuracy in any of Parent’s or Sub’s representations or warranties set forth in this Agreement or Parent or Sub has failed to perform any of its covenants or other agreements set forth in this Agreement, which inaccuracy, breach or failure to perform (i) due would give rise if occurring or continuing at the Effective Time, to an occurrence the failure of any condition set forth in Section 7.03(a) or circumstance Section 7.03(b) and (ii) has not been or is not capable of being cured by Parent or Sub prior to the earlier of (x) the Outside Date and (y) the 60th calendar day after its receipt of written notice thereof from the Company; provided that would result the Company shall not have the right to terminate this Agreement pursuant to this Section 8.01(d) if the Company is then in a breach of any of its representations, warranties, covenants or other agreements hereunder which breach or failure to satisfy perform would give rise to the failure of any condition set forth in Section 7.02(a) or Section 7.02(b); (e) by Parent, in the event that any of the following shall have occurred: (i) a Change of Recommendation; (ii) the Company failed to include in the Proxy Statement, when mailed, the Recommendation and a statement of the findings and conclusions of the Board of Directors referred to in Section 4.04(b), (iii) if, following the disclosure or announcement of an Acquisition Proposal (other than a tender or exchange offer described in clause (iv) below), the Board of Directors shall have failed to reaffirm publicly the Recommendation within five Business Days after Parent requests in writing that such recommendation under such circumstances be reaffirmed publicly, or (iv) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have announced, within ten Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer (any such event contemplated by this Section 8.01(e), a “Triggering Event”); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(e) if the Stockholder Approval shall have been obtained; (f) by the Company, after compliance with the procedures set forth in Section 6.02(e), in order to accept a Superior Proposal and enter into the Alternative Acquisition Agreement providing for such Superior Proposal, provided, that the Company shall pay the Break-Up Fee in accordance with Section 8.03(e) prior to or concurrently with any termination of this Agreement by the Company pursuant to this Section 8.01(f); or (g) by the Company, if, after the Marketing Period, (i) all of the conditions set forth in Annex A hereto or otherwise, Parent Section 7.01 and Section 7.02 shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and (other than those conditions that by their terms are to be satisfied at the Merger Closing, each of which is capable of being satisfied at the Merger Closing), (ii) Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) consummate the Merger Closing by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either case, such that the condition time set forth in Section 7.03 hereof would be incapable 2.02, (iii) the Company has notified Parent in writing that it stands and will stand ready, willing and able to consummate the Merger at such time, and (iv) the Company shall have given Parent written notice at least one Business Day prior to such termination stating the Company’s intention to terminate this Agreement pursuant to this Section 8.01(g) and the basis for such termination. Any proper termination of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach this Agreement pursuant to this Section 8.01 shall be deemed effective immediately upon the delivery of written notice of the terminating party to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)the other parties.

Termination. This Agreement may be terminated and the Merger ----------- transactions contemplated hereby may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to before the Effective Time, whether before or after Company Stockholder Approval is obtained: (a) by By mutual written consent duly of Parent and the Company authorized by the Boards of Directors of Parent Board and the Company and ParentBoard of Directors; (b) by Parent, Acquisition By either Parent or the Company, if Company (i) if a Restraint prohibiting the Effective Time Merger shall be in effect and have become final and non-appealable; (ii) if the Merger has not been consummated by December 31, 2015 (the “Termination Date”); provided, however, that if the conditions set forth in Section 7.1(b) or Section 7.1(c) shall not have occurred on been satisfied or before December 15duly waived by all parties entitled to the benefit of such conditions by the fifth (5th) business day prior to the Termination Date, 1995 (the Company or Parent may by written notice delivered to the other parties hereto extend the Termination Date from time to time to a date no later than June 30, 2016; provided further, however, that the right to terminate this Agreement under this Section 8.01(b8.1(b)(ii) shall not be available to any party whose failure to fulfill breach of any obligation under covenants or agreements contained in this Agreement has been the cause of of, or resulted in in, the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, Termination Date; or (iii) the approval of the adoption of this Agreement has been submitted to the stockholders of the Company at the Company Stockholders Meeting and the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(iii) shall not be available to the Company if the failure by the Company to perform any of its obligations under this Agreement has been the Trigger Events described principal cause or resulted in Section 8.03 hereof shall have occurredthe failure to obtain the Company Stockholder Approval; (c) by Parent or AcquisitionBy Parent, if due to an occurrence or circumstance which would result so long as it is not then in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer; (d) by the Company, if (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a material breach of any material of its covenants or agreements contained in this Agreement, if there has been a breach of, or inaccuracy in, any representation, warranty, covenant or agreement on of the part of Company set forth in this Agreement, which breach or if inaccuracy has resulted in any representation or warranty of Company shall have become untrue, in either case, such that the condition set forth in Section 7.03 hereof would be incapable 7.2(a), Section 7.2(b) or Section 7.2(c) not being satisfied (and such breach or inaccuracy has not been cured or such condition has not been satisfied within thirty (30) days after the receipt of notice thereof or such breach or inaccuracy is not reasonably capable of being cured or such condition is not reasonably capable of being satisfied on within such period); (d) By the Company, so long as it is not then in material breach of any of its covenants or before December 15agreements contained in this Agreement, 1995 (if there has been a breach of, or as otherwise extended); provided thatinaccuracy in, any representation, warranty, covenant or agreement of the Parent or Sub set forth in this Agreement, which breach or inaccuracy has resulted in any case, a willful condition set forth in Section 7.3(a) or Section 7.3(b) not being satisfied (and such breach shall be deemed to cause or inaccuracy has not been cured or such conditions to be incapable condition has not been satisfied within thirty (30) days after the receipt of notice thereof or such breach or inaccuracy is not reasonably capable of being cured or such condition is not reasonably capable of being satisfied for purposes within such period); (e) By Parent, at any time prior to the Company Stockholder Approval, if (i) an Adverse Recommendation Change shall have occurred, (ii) the Company Board of Directors fails to publically reaffirm the approval and recommendation of the Company Board of Directors of this Agreement and the Merger within ten (10) business days of receipt of a written request by Parent to provide such reaffirmation following receipt by the Company of an Acquisition Proposal that is publicly announced or otherwise publicly known (which notice may only be given once with respect to each such Acquisition Proposal) or (iii) the Company shall have violated or breached in any material respect its obligations under Section 8.01(e5.2(a); or (f) By the Company, at any time prior to the Company Stockholder Approval, if (i) the Company Board of Directors effects an Adverse Recommendation Change with respect to a Superior Proposal in accordance with Section 5.2(c) and (ii) the Company shall enter into the definitive agreement providing for such Superior Proposal concurrently with such termination.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written notice, notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time, notwithstanding the Company Requisite Vote having been obtained: (a) by mutual written consent duly authorized by of Parent and the Boards of Directors of the Company and ParentCompany; (b) by Parent or the Company if any court or other Governmental Entity of competent jurisdiction shall have issued a final order, decree, judgment, injunction or ruling or taken any other final action permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger and such order, decree, judgment, injunction, ruling or other action is or shall have become final and non-appealable (a “Restraint”); provided that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to the Party seeking to terminate if any action of such Party (or, in the case of Parent, Acquisition of Merger Sub) or the Companyfailure of such Party (or, in the case of Parent, of Merger Sub) to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the primary cause of or primarily resulted in such Restraint; (c) by either Parent or the Company if (i) the Effective Time shall not have occurred on or before December 155:00 p.m. (New York Time) on May 6, 1995 2022 (the “End Date”); provided that the right to terminate this Agreement under pursuant to this Section 8.01(b8.1(c) shall not be available to the Party seeking to terminate if any party whose action of such Party (or, in the case of Parent, of Merger Sub) or the failure of such Party (or, in the case of Parent, of Merger Sub) to fulfill perform any obligation of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the primary cause of or primarily resulted in the failure of the Effective Time to occur on or before such date), (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by Parent or Acquisition, if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent shall have (i) failed to commence the Offer on or before September 12, 1995, (ii) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof, or (iii) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement of the Offer;End Date. (d) by written notice from the Company, if : (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent if there shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a breach of any material representation, warranty, covenant or agreement on the part of Company set forth Parent or Merger Sub contained in this Agreement, such that the conditions set forth in Section 7.3(a) [Representations and Warranties] or if any representation or warranty Section 7.3(b) [Performance of Company shall have become untrueObligations of Parent and Merger Sub] would not be satisfied and, in either such case, such breach is not curable in a manner sufficient to allow the satisfaction of such conditions or, if curable, is not cured in a manner sufficient to allow the satisfaction of such conditions prior to the earlier of (A) 30 days after written notice thereof is given by the Company to Parent or (B) the End Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d)(i) if the Company is then in material breach of any of its covenants or agreements contained in this Agreement such that the conditions set forth in Section 7.2(a) [Representations and Warranties] or Section 7.2(b) [Performance of Obligations of the Company] would not be satisfied; or (ii) prior to obtaining the Company Requisite Vote, in order to enter into a definitive agreement providing for a Superior Proposal, subject to and in accordance with the terms and conditions of, Section 6.1(c)(i) [Change of Recommendation]; provided that the Company pays the Company Termination Payment at or prior to the time of such termination in accordance with Section 8.2(b)(i) (it being understood that the Company may enter into such definitive agreement simultaneously with such termination of this Agreement); (e) by written notice from Parent if: (i) there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Company contained in this Agreement, such that the condition conditions set forth in Section 7.03 hereof 7.2(a) [Representations and Warranties] or Section 7.2(b) [Performance of Obligations of the Company] would not be incapable satisfied and, in either such case, such breach is not curable in a manner sufficient to allow the satisfaction of such conditions or, if curable, is not cured in a manner sufficient to allow the satisfaction of such conditions prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) the End Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(e)(i) if Parent is then in material breach of any of its covenants or agreements contained in this Agreement such that the conditions set forth in Section 7.3(a) [Representations and Warranties] or Section 7.3(b) [Performance of Obligations of Parent and Merger Sub] would not be satisfied; or (ii) prior to obtaining the Company Requisite Vote, if the Board of Directors of the Company shall have (A) made a Change of Recommendation or (B) committed a Willful Breach under Section 6.1; or (f) by either Parent or the Company if the Company Requisite Vote shall not have been obtained at the Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof, in each case, at which a vote on the adoption of this Agreement was taken. (g) by the Company, if (i) the conditions set forth in Section 7.1 [Conditions to Obligations of Each Party to Effect the Merger] and Section 7.2 [Conditions to Obligations of Parent and Merger Sub] (other than those conditions that by their nature are to be satisfied at the Closing, which conditions are capable at the time of termination of being satisfied if the Closing were to occur at such time) have been satisfied or (to the extent permissible under applicable Law) waived in accordance with this Agreement, (ii) the Company has indicated in writing that the Company is ready and willing to consummate the Merger and ready, willing and able to take all action within its control to consummate the Merger, (iii) Parent fails to consummate the Merger within two (2) Business Days following the date on or before December 15which the Closing should have occurred pursuant to Section 1.2 [Closing] and (iv) during such two (2) Business Day period described in clause (iii), 1995 (or as otherwise extended); provided thatthe Company stood ready, in any case, a willful breach shall be deemed willing and able to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)consummate the Merger and the other Transactions.

Termination. This Agreement may be terminated and the Merger ----------- contemplated hereby may be abandoned at any time by written noticeprior to the Effective Time, notwithstanding approval adoption thereof by the stockholders of the Company, but prior to the Effective Time: (a) by mutual written consent duly authorized by of Parent, Merger Sub and the Boards of Directors of the Company and ParentCompany; (b) by Parent, Acquisition either Parent or the CompanyCompany if any United States Governmental Entity, if (i) United Kingdom Governmental Entity, the Effective Time shall not have occurred on European Commission, or before December 15, 1995 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure Governmental Entity of the Effective Time to occur jurisdictions listed on or before such date)Schedule 7.1(b) of the Company Disclosure Schedule, (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling Order or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling Order or other action is or shall have become final and nonappealable, or (iii) any of the Trigger Events described in Section 8.03 hereof shall have occurred; (c) by either Parent or Acquisition, the Company if due to an occurrence or circumstance which would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Parent Effective Time shall not have (i) failed to commence the Offer occurred on or before September 12the date which is nine months from the date hereof (the "Termination Date"); provided, 1995however, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the party seeking to terminate if any action of such party (iior, in the case of Parent, Merger Sub) terminated the Offer or the Offer shall have expired without failure of such party (or, in the purchase case of Shares sufficient Parent, Merger Sub) to satisfy perform any of its obligations under this Agreement required to be performed at or prior to the condition set forth in Section 7.01(d) hereofEffective Time has been the cause of, or (iii) failed to accept for payment Shares sufficient to satisfy resulted in, the condition set forth in Section 7.01(d) hereof pursuant to the Offer within 60 days following the commencement failure of the OfferEffective Time to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; (d) by the Company, if Company (i) due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto or otherwise, Parent if there shall have (A) failed to commence the Offer on or before September 12, 1995, (B) terminated the Offer or the Offer shall have expired without the purchase of Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof or (C) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof pursuant to the Offer with 60 days following the commencement of the Offer, or (ii) all conditions set forth in Annex A hereto have been satisfied or waived and Parent shall have failed to accept for payment any Shares validly tendered and not withdrawn; or (e) by Parent or Acquisition, upon a material breach of any material representation, warranty, covenant or agreement on the part of Company set forth Parent or Merger Sub contained in this Agreement, or if any such representation or warranty of Company shall have become untrue, in either caseuntrue or inaccurate, such that (A) the condition conditions set forth in Section 7.03 hereof Sections 7.3(a) or 7.3(b) would not be incapable satisfied and (B) such breach or inaccuracy is not capable of being satisfied on cured or, if reasonably capable of being cured, shall not have been cured prior to the earlier of (I) 10 business days following notice of such breach or before December 15, 1995 inaccuracy and (or as otherwise extended)II) the Termination Date; provided thatthat the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d)(i) if the Company is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, or (ii) prior to the adoption of this Agreement by the stockholders of the Company, in accordance with, and subject to the terms and conditions of, Section 6.5(b); (e) by Parent (i) if there shall have been a material breach of any caserepresentation, warranty, covenant or agreement on the part of the Company contained in this Agreement, or if any such representation or warranty shall have become untrue or inaccurate, such that (A) the conditions set forth in Sections 7.2(a) or 7.2(b) would not be satisfied and (B) such breach or inaccuracy is not capable of being cured or, if reasonably capable of being cured, shall not have been cured prior to the earlier of (I) 10 business days following notice of such breach or inaccuracy and (II) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(e)(i) if Parent or Merger Sub is then in material breach of any of their representations, warranties, covenants or agreements contained in this Agreement, or (ii) if the Board of Directors of the Company (A) shall have withdrawn, modified or changed (it being understood and agreed that any "stop-look-and-listen" communication by the Board of Directors of the Company to the stockholders of the Company pursuant to Rule 14d-9(f) of the Exchange Act, or any similar communication to the stockholders of the Company in connection with the commencement of a willful breach tender offer or exchange offer containing the substance of a "stop-look-and-listen" communication pursuant to Rule 14d-9(f), shall not be deemed to cause such conditions to be incapable constitute a withdrawal, modification or change of being satisfied for purposes its recommendation of this Section 8.01(e)Agreement or the Merger) in a manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger, or shall have resolved to effect any of the foregoing, or (B) shall have recommended to the stockholders of the Company an Acquisition Proposal other than the Merger, or shall have resolved to effect the foregoing; or (f) by either Parent or the Company if, upon a vote taken thereon at the Stockholders Meeting, this Agreement shall not have been adopted by the Merger Requisite Votes.

Termination. This Agreement may be terminated and the Merger ----------- may be abandoned at any time by written noticeprior to the Effective Time, notwithstanding approval thereof by the shareholders of Parent or the stockholders of the Company, but prior to the Effective Time:Company (except as otherwise specified in this Section 9.1): (a) by mutual written consent duly authorized by the Boards of Directors each of the Company Parent and ParentCompany; (b) by Parent, Acquisition either Parent or the Company, if : (i) if the Effective Time Merger shall not have occurred been consummated on or before December 15March 31, 1995 2022 (provided the “Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section 9.1(b)(i) shall not be available to any Party if the failure of such Party to comply with any provision of this Agreement shall have been the cause of, or resulted in, the failure of the Merger to be consummated by the Outside Date; or (ii) if any Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining or otherwise prohibiting the Merger, and such Order or other action shall have become final and non-appealable; provided, that the right to terminate this Agreement under this Section 8.01(b9.1(b)(ii) shall not be available to any party whose failure a Party if the issuance of such final, non-appealable Order was primarily due to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time such Party to occur on or before such date), (ii) comply with any court provision of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or this Agreement; or (iii) if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the approval of this Agreement was taken; provided, that the right to terminate this Agreement under this Section 9.1(b)(iii) shall not be available to Company where a failure to obtain the Company Stockholder Approval was primarily caused by any action or failure to act of Company that constitutes a material breach any of its obligations under Section 7.1 or 7.3; or (iv) if the Trigger Events described in Parent Shareholder Approval shall not have been obtained at the Parent Shareholder Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the approval of this Agreement was taken; provided, that the right to terminate this Agreement under this Section 8.03 hereof 9.1(b)(iv) shall have occurred;not be available to Parent where a failure to obtain the Parent Shareholder Approval was primarily caused by any action or failure to act of Parent that constitutes a material breach of any of its obligations under Section 7.1 or 7.4. (c) by Parent Parent: (i) if Company shall have breached, violated or Acquisitionfailed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach, violation or failure to perform, either individually or in the aggregate, if due to an occurrence occurring or circumstance which continuing on the Closing Date (A) would result in a the failure to satisfy of any of the conditions set forth in Annex A hereto, Parent shall have Section 8.1 or 8.2 (a “Company Terminating Breach”) and (B) is not cured or cannot be cured or waived prior to the earlier of (i) failed forty-five (45) days following notice to commence the Offer on Company from Parent of such breach or before September 12, 1995, failure and (ii) terminated the Offer date that is three (3) Business Days prior to the Outside Date; provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(c)(i) if a Parent Terminating Breach shall have occurred and be continuing at the time Parent delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(c)(i); or (ii) prior to obtaining the Company Stockholder Approval, if Company or the Offer Company Board or any committee thereof (A) shall have expired without effected a Company Adverse Recommendation Change (provided, that Parent’s right to terminate this Agreement pursuant to this Section 9.1(c)(ii)(A) in respect of a Company Adverse Recommendation Change will expire thirty (30) days after the purchase last date upon which Parent receives notice from Company that the Company Board or a committee thereof has made such Company Adverse Recommendation Change), (B) after public announcement by any Person of Shares sufficient a Company Acquisition Proposal or an intention (whether or not conditional) made publicly to satisfy make a Company Acquisition Proposal, fails to recommend against such Company Acquisition Proposal and to publicly reaffirm the condition set forth Company Board Recommendation within ten (10) Business Days of being requested to do so by Parent, (C) fails to include the Company Board Recommendation in Section 7.01(dthe Joint Proxy Statement, (D) hereofapproves, adopts, publicly endorses or recommends, or enters into or allows Company or any of Company Subsidiary to enter into a definitive agreement for, any Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement), or (iiiE) failed to accept for payment Shares sufficient to satisfy the condition set forth in Section 7.01(d) hereof shall have materially violated (or shall be deemed pursuant to the Offer within 60 days following last sentence of Section 7.3(a) to have violated) any of its obligations under Section 7.3 (other than any immaterial or inadvertent violations thereof not intended to result in a Company Alternative Acquisition Agreement); or (iii) prior to obtaining the commencement Parent Shareholder Approval, if the Parent Board determines to enter into a Parent Alternative Acquisition Agreement with respect to a Parent Superior Proposal in accordance with Section 7.4(d); provided, however, that this Agreement may not be so terminated unless substantially concurrently with the occurrence of such termination the Offer;payment required by Section 9.3(c)(i)(C) is made in full to Company and the Parent Alternative Acquisition Agreement is entered into with respect to such Parent Superior Proposal, and in the event that such Parent Alternative Acquisition Agreement is not substantially concurrently entered into and such payment is not concurrently made, such termination shall be null and void. (d) by the Company, if : (i) due if Parent shall have breached, violated or failed to an occurrence perform any of its representations, warranties, covenants or circumstance that agreements set forth in this Agreement, which breach, violation or failure to perform, either individually or in the aggregate, if occurring or continuing on the Closing Date (A) would result in a the failure to satisfy of any of the conditions set forth in Annex A hereto Section 8.1 or otherwise8.3 (a “Parent Terminating Breach”) and (B) is not cured or cannot be cured or waived prior to the earlier of (i) forty-five (45) days following notice to Parent from Company of such breach or failure and (ii) the date that is three (3) Business Days prior to the Outside Date; provided, Parent that Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(d)(i) if a Company Terminating Breach shall have occurred and be continuing at the time Company delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(d)(i); or (ii) prior to obtaining the Parent Shareholder Approval, if Parent or the Parent Board or any committee thereof (A) failed shall have effected a Parent Adverse Recommendation Change (provided, that Company’s right to commence terminate this Agreement pursuant to this Section 9.1(d)(ii)(A) in respect of a Parent Adverse Recommendation Change will expire thirty (30) days after the Offer on last date upon which Company receives notice from Parent that the Parent Board or before September 12, 1995a committee thereof has made such Parent Adverse Recommendation Change), (B) terminated after public announcement by any Person of a Parent Acquisition Proposal or an intention (whether or not conditional) made publicly to make a Parent Acquisition Proposal, fails to recommend against such Parent Acquisition Proposal and to publicly reaffirm the Offer or the Offer shall have expired without the purchase Parent Board Recommendation within ten (10) Business Days of Shares sufficient being requested to satisfy the condition set forth in Section 7.01(d) hereof or do so by Company, (C) failed fails to accept for payment Shares sufficient include the Parent Board Recommendation in the Joint Proxy Statement, (D) approves, adopts, publicly endorses or recommends, or enters into or allows Parent or any Parent Subsidiary to satisfy the condition set forth in Section 7.01(denter into a definitive agreement for, any Parent Acquisition Proposal (other than a Parent Acceptable Confidentiality Agreement), or (E) hereof shall have materially violated (or shall be deemed pursuant to the Offer with 60 days following the commencement last sentence of the Offer, Section 7.4(a) to have violated) any of its obligations under Section 7.4 (other than any immaterial or (ii) all conditions set forth inadvertent violations thereof not intended to result in Annex A hereto have been satisfied or waived and a Parent shall have failed to accept for payment any Shares validly tendered and not withdrawnAlternative Acquisition Agreement); or (eiii) prior to obtaining the Company Stockholder Approval, if the Company Board determines to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal in accordance with Section 7.3(d); provided, however, that this Agreement may not be so terminated unless substantially concurrently with the occurrence of such termination the payment required by Section 9.3(b)(i)(C) is made in full to Parent or Acquisitionand the Company Alternative Acquisition Agreement is entered into with respect to such Company Superior Proposal, upon a breach of any material representation, warranty, covenant or agreement on and in the part of event that such Company set forth in this Agreement, or if any representation or warranty of Company shall have become untrue, in either caseAlternative Acquisition Agreement is not substantially concurrently entered into and such payment is not concurrently made, such that the condition set forth in Section 7.03 hereof would be incapable of being satisfied on or before December 15, 1995 (or as otherwise extended); provided that, in any case, a willful breach termination shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(e)null and void.