termination of asset purchase agreements, franchise and parent guaranty this termination of asset purchase agreements, franchise and parent guaranty ( this “ agreement ” ) is entered into as of the 27th day september, 2011 ( the “ effective date ” ), by and among artesian wastewater maryland, inc., a delaware corporation ( the “ franchisee ” ), artesian resources corporation, a delaware corporation ( “ parent ” ) and cecil county, maryland, a body corporate and politic under the laws of the state of maryland, as represented by the board of county commissioners of cecil county ( the “ county ” ). explanatory statement a. the county issued a franchise for wastewater services to franchisee and entered into that certain franchise for wastewater services and wastewater service agreement dated august 19, 2008, as amended by first amendment to franchise for wastewater services and wastewater service agreement dated october 7, 2008, with such franchisee ( collectively, the “ franchise agreement ” ). b. parent delivered to the county a parent guaranty dated august 19, 2008 ( the “ parent guaranty ” ), respecting the obligations of franchisee, its corporate subsidiary, under the franchise and the franchise agreement. c. the county and franchisee, as “ buyer, ” entered into asset purchase agreements dated october 7, 2008 as amended by first amendments to asset purchase agreement dated december, 2009 and second amendments to asset purchase agreements ( collectively, the “ asset purchase agreements ” ) respecting the sale and purchase of certain wastewater facilities known as the harbourview wastewater facility, the cherry hill wastewater facility, the meadowview wastewater facility and the highlands wastewater facility ( all, collectively, the “ facilities ” ) and the associated parcels of real property, easement rights and wastewater collection system with respect to such facilities. d. franchisee has requested that the county relieve franchisee of the obligation to settle for the purchase and sale of the facilities, pursuant to the asset purchase agreements and, correspondingly, franchisee and parent have requested to be relieved of their respective obligations to the county under the franchise agreement and the parent guaranty. e. the board of county commissioners of the county ( the “ board ” ) has determined that the termination of the asset purchase agreements and the franchise and the parent guaranty, and the release of the obligations of franchisee and parent to the county thereunder, is in the public interest, and pursuant to resolutions of the board dated of event date the board has authorized the president