Replies to post #30806 on Global Digital Solutions Inc (GDSI)

[Badfoot]

It applies to termination of agreement without reasonable cause from GDSI.

[reader3]

9.2 Effect of Termination

9.2.1 If the closing of the transaction does not occur by reason of (i) the Sellers or Rontan consummating an Alternative Transaction or (ii) the Sellers terminating this Agreement without good reason, the Sellers shall, jointly and severally, on the closing date of the consummation of such Alternative Transaction, pay to the purchaser in immediately available funds an amount equal to fifteen percent (15%) of the sum of the following (a) the aggregate Purchase Price, plus (b) the amount of Indebtedness of Rontan at the date of closing of the Alternative Transaction or termination, as the case may be, plus (c) the fair market value of the owned real property identified on Dosclosure Schedule 5.9 (such sum, the "Break-Up Fee"). In addition to the Break-Up fee, the Sellers shall also pay the Purchaser's actual costs and expenses (including reasonable legal fees) in connection with the negotiation, preparation, execution, and delivery of this Agreement, any subsequent amendments hereto and the related instruments and agreements hereto or thereto.