Pursuant to the terms of the Purchase Agreement, the Purchase Agreement may be terminated as follows:
? By mutual written agreement of the Company, Mr. Lee and UMS,
? By UMS, if any Company representation or warranty fails to be materially true or correct, or if the Company has failed to comply in a material respect with any covenant or agreement in the Purchase Agreement,
? By the Company, if any UMS representation or warranty fails to be materially true or correct, or if UMS has failed to comply in a material respect with any covenant or agreement in the Purchase Agreement,
? By UMS, if the Company of any Company affiliate incurs or is affected by a violation of any laws relating to the purchase, ownership or distribution of securities,
? By the Company or UMS at any time after December 15, 2015, upon notification to the other parties to the Purchase Agreement if the closing of the transactions contemplated by the Purchase Agreement shall not have occurred on or before December 15, 2015 and such failure was not primarily caused by a breach of the Purchase Agreement by the terminating party, and
? By the Company or UMS if there is in effect a final, non-appealable order of a governmental agency restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this Current Report on Form 8-K.
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