9.1 Seller’s Right to Terminate.

(a) Grounds for Termination and Notice of Termination. The Seller may send a
notice to the Buyer regarding this Agreement’s termination if any one or more of
the following events has occurred on or before the Closing Date:

(i) Misrepresentations and Breaches of Warranties. The condition stated

in Section 7.1 has not been satisfied or waived.

(ii) Covenants. The condition stated in Section 7.2 has not been satisfied or
waived.

(iii) Closing Certificate. The condition stated in Section 7.3 has not been
satisfied or waived.

(iv) No Litigation. The condition stated in Section 7.4 has not been satisfied
or waived.

(v) Documentation. The condition stated in Section 7.5 has not been
satisfied or waived.

(vi) Buyer’s Financing. The condition stated in Section 7.6 has not been
satisfied or waived.

(b) Fees. If the Seller sends a notice of grounds for termination under Section 9.1(a),
the parties shall do the following:

(i) Right to Liquidate Damages. The Seller is entitled to a $3,000,000

termination fee from the Buyer, if the Closing does not occur on or
before the Closing Date because of Buyer’s fault.

(ii) No Right to Liquidated Damages. The Seller is not entitled to a

$3,000,000 termination fee from the Buyer, if the Closing does not occur
on or before the Closing Date because of Buyer’s fault and the Seller
exercises its walk-away right in accordance with Section 7.5.

(iii) Right to Escrow Amount. The parties shall notify the Escrow Agent to
immediately pay the Escrow Amount to

(A) the Seller, if Closing does not occur on or before the Closing
Date because of Buyer’s fault;

(B) the Seller, if Closing does not occur on or before the Closing
Date because of Buyer’s fault and the Seller exercised its walk-
away right in accordance with Section 7.5;

(C) the Buyer, if Closing does not occur on or before the Closing
Date because of Seller’s fault; or

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