Extract to table

The provision is unambiguous: it states that the purchase price is "fixed and shall not be subject to adjustment for any reason

Closing Conditions (Section 7) The APA sets forth detailed closing conditions that must be satisfied or waived as a prerequisite to the obligation of either party to consummate the closing

The use of the word "may" — as opposed to "shall" or "is hereby terminated" — creates an option to terminate, not an automatic termination trigger

2200 Wilson Boulevard, Suite 1450 Arlington, Virginia 22201 Attention: General Counsel With a copy (which shall not constitute notice) to: Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, New York 10152 Attention: Sylvia Hartwell, Esq

If to Seller: Ridgeline Wireless Holdings LLC 450 South Virginia Street, Suite 800 Reno, Nevada 89501 Attention: Garrett Nolan, Managing Member With a copy (which shall not constitute notice) to: Hargrove, Sato & Caldwell LLP [Address on file] Attention: Kevin Sato, Esq

Had the parties intended for the APA to terminate automatically upon the passage of the Long-Stop Date, they would have used language such as "this Agreement shall automatically terminate" or "this Agreement shall be deemed terminated, without further action by either party