Common use of Additional Conditions to Closing Clause in Contracts

Additional Conditions to Closing. In addition to the conditions set forth in Section 2.3, the obligation of each Purchaser to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions that, on the Closing Date: (a) all representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; and

Additional Conditions to Closing. In addition It is a condition to the conditions set forth in Section 2.3, the Buyer’s obligation of each Purchaser to proceed to Closing and to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions transactions contemplated hereby, that, on as of the Closing Date: , (ai) all of the Seller’s representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement hereunder shall be true and correct in all material respects (other than and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties set forth in Section 12 hereof; (ii) Seller shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct have performed in all material respects as all of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; its covenants hereunder; (biii) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be obtained and effective as of unconditionally committed to issue the Title Policy at Closing; and and (fv) no Material Adverse Effect Seller shall have occurred nor shall Airspan delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused right to be paid) terminate this Agreement by written notice to Seller delivered on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paidDate, in each case which event the Deposit less the Independent Contract Consideration shall be returned to the extent due (which amount may be offset against the proceeds from the issuance Buyer, all obligations of the Convertible Notes made parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the date part of the Closing Seller under any other provision of this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with which case the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser Section 11(b) shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andalso apply.

Additional Conditions to Closing. In addition It is a condition to the conditions set forth in Section 2.3, the Buyer’s obligation of each Purchaser to proceed to Closing and to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions transactions contemplated hereby, that, on as of the Closing Date: , (ai) all of the Sellers’ representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement hereunder shall be true and correct in all material respects (other than and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Sellers’ representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties set forth in Section 12 hereof; (ii) each of Sellers shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct have performed in all material respects as all of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; its covenants hereunder; (biii) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be obtained and effective as of unconditionally committed to issue the Title Policy at Closing; and and (fv) no Material Adverse Effect each Seller shall have occurred nor shall Airspan delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused right to be paid) terminate this Agreement by written notice to Sellers delivered on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paidDate, in each case which event the Deposit shall be returned to the extent due (which amount may be offset against the proceeds from the issuance Buyer, all obligations of the Convertible Notes made parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the date part of the Closing Sellers under any other provision of this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with which case the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser Section 11(b) shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andalso apply.

Additional Conditions to Closing. In addition to the conditions set forth (a) Unless waived by Pentacon in Section 2.3writing, the obligation obligations of each Purchaser Pentacon and Acquisition Sub to consummate effect the Closing transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or valid waiver by such Purchaser prior to the Closing Date of the additional conditions that, on the Closing Datefollowing conditions: (ai) the Company and the Stockholders shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Issuer Company contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, except for changes permitted by this Agreement, and Pentacon shall have received a Certificate to that effect; (ii) since the date hereof, there shall have been no changes that constitute, and no event or events (including, without limitation, litigation developments) shall have occurred which have resulted in or constitute, a Company Material Adverse Effect; (iii) all governmental waivers, consents, orders and approvals legally required for the consummation of the transactions contemplated by this Agreement, including, by way of example only and without limitation, filings required under the Xxxx- Xxxxx-Xxxxxx Act, shall have been obtained and be in effect at the Closing Date except for such waivers, consents, orders and approvals the failure of which to have been obtained would not have a Company Material Adverse Effect; (iv) the Company shall have obtained all of the consents and approvals identified on Schedule 5.4; (v) the suppliers identified in Schedule 4.3(a) shall have delivered to Pentacon and Acquisition Sub a written consent to the Merger; (vi) the Company shall have entered into employment contracts and non-competition agreements in form satisfactory to Pentacon with Xxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxxx, and Xxxxx Xxxxx; (vii) there shall be no actions, suits, arbitrations or proceedings pending or threatened, before any court or Governmental Authority challenging or affecting the right of the parties to execute and deliver this Agreement or any related agreements hereunder, to consummate the transactions contemplated herein or to take any other than action required hereunder to consummate the transaction contemplated herein; and (viii) the spin-off or disposition of the capital stock of West Coast North to the stockholders of the Company shall have been consummated in a manner reasonably satisfactory to Pentacon. (b) Unless waived by the West Coast Stockholders and the ASI Sellers in writing, the obligations of the West Coast Stockholders to effect the Merger and the ASI Sellers to effect the ASI Stock Purchase shall be subject to the fulfillment at or prior to the Closing Date of the additional following conditions: (i) Pentacon shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties of Pentacon contained in this Agreement shall be true and correct in all respects) at material respects on and as of the date made and on and as of the Closing Date as though if made on the Closing (except for those representations at and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), except for changes expressly permitted by this Agreement, and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent Company shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory Certificate to the Purchasers and the Collateral Agentthat effect; (iii) since the Issuer date hereof, there shall have provided been no changes that constitute, and no event or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, events (including, without limitation, the Patriot Act, in each case, at least three (3litigation developments) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested occurred which have resulted in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closingconstitute, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “a Pentacon Material Adverse Effect” ; and (as defined hereiniii) or waive non-compliance with any condition to all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and ASI Stock Purchase, including, by way of example only and without limitation, filings required under the prior written consent Xxxx-Xxxxx-Xxxxxx Act, shall have been obtained and be in effect at the Closing Date except for such waivers, consents, orders and approvals the failure of which to have been obtained would not have a Pentacon Material Adverse Effect. (iv) there shall be no actions, suits, arbitrations or proceedings pending or threatened, before any court or Governmental Authority challenging or affecting the right of the Purchasers; andparties to execute and deliver this Agreement or any related agreements hereunder, to consummate the transactions contemplated herein or to take any other action required hereunder to consummate the transaction contemplated herein.

Additional Conditions to Closing. In Buyer’s obligation to close on the purchase of Lots under this Agreement is contingent upon satisfaction of all of the following conditions (in addition to the conditions set forth Conditions to Closing): (i) Buyer shall be satisfied with the sufficiency of the notice of the sale described in Section 2.335.c hereof, which notice shall be given prior to the obligation of each Purchaser to consummate sale, and shall provide, among other things, that the Closing shall sale be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions that, on the Closing Date: Sales Procedures (a) all representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified datehereinafter defined), and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and ; (ii) the cash in the Trust Account of the Issuer Bankruptcy Court shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer entered an order in form and substance satisfactory acceptable to Buyer granting Seller’s motion to approve the Sales Procedures (the “Sale Procedures Order”), which order shall have been signed and entered on or before September 1, 2020; (iii) the Bankruptcy Court shall have entered an order in form and substance acceptable to Buyer approving the sale of the Property to Buyer pursuant to Section 363 of the Bankruptcy Code free and clear of all liens and encumbrances other than the Permitted Exceptions (the “Sale Approval Order”), which order shall be signed and entered on or before November 1, 2020, and the Sale Approval Order shall be a final order that is not subject to appeal, or if an appeal of the Sale Approval Order is pending, the appeal shall not have stayed the effect of the Sale Approval Order, nor shall the Sale Approval Order be subject to stay, by an order of the Bankruptcy Court or any other court having jurisdiction to issue such stay (as applicable, a “Final Order”); and (iv) the Litigation Matters have been dismissed with prejudice, and there are no settlement terms or other terms of any such dismissal that will materially and adversely affect Seller’s ability to convey title to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused Lots to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and Buyer in accordance with the terms and conditions hereof; provided, however, that (A) the foregoing condition shall be deemed satisfied notwithstanding the filing or pendency of any appeals by opposing parties in any one or more of the Transaction Agreement without any amendmentLitigation Matters, modification or waiver so long as such pending appeals do not have a materially adverse effect on Seller’s ability to construct and develop the Subdivision and sell and convey the Lots to Buyer in accordance with the terms and conditions hereof, the determination of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment which shall be made by Buyer in the Issuer unless such Purchaser shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasersits reasonably exercised discretion; and

Additional Conditions to Closing. In addition It is a condition to the conditions set forth in Section 2.3, the Buyer's obligation of each Purchaser to proceed to Closing and to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions transactions contemplated hereby, that, on as of the Closing Date: , (ai) all of the Sellers' representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement hereunder shall be true and correct in all material respects (other than with respect to each Seller and the Seller Closing Certificates delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Sellers' representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties set forth in Section 12 hereof; (ii) Sellers shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct have performed in all material respects as all of such specified date)its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall, and consummation upon payment of the Closing Purchase Price and performance by Buyer of all of its obligations under this Agreement, be unconditionally committed to issue the Title Policies at Closing; and (v) Sellers shall constitute a reaffirmation by the Issuer of each of the representationshave delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer's obligations hereunder is not fulfilled, warranties and agreements of the Issuer and the Guarantors contained including any condition set forth in this Agreement and but not set forth in this Section 8(b), then Buyer shall have the Term Loan Credit Agreement as of the date of right to terminate this Agreement and as of the Closing both before and after giving effect by written notice to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) Sellers delivered on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paidDate, in each case which event the Deposit shall be returned to the extent due (which amount may be offset against the proceeds from the issuance Buyer, all obligations of the Convertible Notes made parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the date part of the Closing Sellers under any other provision of this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with which case the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser Section 11(b) shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andalso apply.

Additional Conditions to Closing. In addition It is a condition to the conditions set forth in Section 2.3, the Buyer’s obligation of each Purchaser to proceed to Closing and to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions transactions contemplated hereby, that, on as of the Closing Date: , (ai) all of the Seller’s representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement hereunder shall be true and correct in all material respects (other than and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties set forth in Section 12 hereof; (ii) Seller shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct have performed in all material respects as all of such specified date)its covenants hereunder, and consummation of the Closing which conclusively shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect be deemed to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer have occurred unless Buyer shall have equaled no less than $70,000,000; delivered a written notice of default to Seller; (ciii) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of not have terminated during the ClosingContingency Period; and (fiv) no Material Adverse Effect the Title Company shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or unconditionally committed during the results of operations of Contingency Period to issue the Title Policy together with such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses endorsements as required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer Buyer in form and substance satisfactory to the Purchasers and the Collateral Agent; Buyer, in its sole discretion; (iv) the Issuer Seller shall have provided delivered estoppel certificates substantially in the form attached hereto as Exhibit C, or caused to be provided in the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is form required by United States regulatory authorities each Lease (the “Tenant Estoppel”), executed by each tenant under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent Leases with respect to the Closing status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such Lease, and disclosing no defaults, disputes or other matters objectionable to Buyer in its sole and absolute discretion; and (vi) Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition expressly set forth in this Agreement but not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the closing agenda attached as Exhibit A to part of Seller under any other provision of this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and , in accordance with which case the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser Section 11(b) shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andalso apply.

Additional Conditions to Closing. In addition It is a condition to the conditions set forth in Section 2.3, the Buyer’s obligation of each Purchaser to proceed to Closing and to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions transactions contemplated hereby, that, on as of the Closing Date: , (ai) all of the Seller’s representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement hereunder shall be true and correct in all material respects (other than and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties set forth in Section 12 hereof; (ii) Seller shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct have performed in all material respects as all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to issue the Title Policy at Closing; (v) Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; and (vii) Lender’s consent to the Loan Assumption shall have been obtained and, without limiting any of Buyer’s rights under this Agreement, the foregoing consent shall meet the following requirements: (1) the same shall be on terms and with documentation that is reasonable in the context of a CMBS assumption; (2) the same shall permit Buyer to assume the Loan without material adverse modification in or addition to any of the economic terms of, or the exposure of liability to Buyer or any guarantor of the entity that takes title to the Property in connection with, the Loan Documents (it being understood that any change in rate, term, extension options, prepayment, amortization, cash management or sweeps or reserves, or expansion of non-recourse carve-outs loans, or any liability or recourse to any person or entity other than the entity that takes title to the Property, shall be deemed to be a material adverse change) or, in the event of such specified date)modification, the express, prior approval of such modification by Buyer in its sole and consummation of the Closing absolute discretion; (3) in no event shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both Buyer or any Buyer affiliated guarantor have any personal liability for any event occurring before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation Closing; and (ii4) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued reasonable modifications are made to the Purchasers at Closing shall equal no less than $20,000,000; transfer provisions to allow certain reasonable requested direct and indirect limited liability company interests (dor other equity interests if applicable) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement of Buyer to be performedsubsequently transferred without notice to or consent by Lender; and (vii) at Closing, satisfied Seller shall assign to Buyer all of Seller’s right to all escrow balances or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permitsreserves, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required maintained in connection with the consummation Loan and Seller shall receive a credit from Buyer in the amount of such escrow balances or reserves, subject to written confirmation from Lender of its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant right to terminate this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused by written notice to be paid) Seller delivered on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paidDate, in each case which event the Deposit shall be returned to the extent due (which amount may be offset against the proceeds from the issuance Buyer, all obligations of the Convertible Notes made parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the date part of the Closing Seller under any other provision of this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with which case the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser Section 11(b) shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andalso apply.

Additional Conditions to Closing. In addition to Concurrently with the conditions set forth in Section 2.3execution hereof, the obligation of each Purchaser to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the following additional conditions thatmust be satisfied, on the Closing Datein form and substance acceptable to Purchasers: (a) all representations and warranties of Purchasers shall have approved the Issuer contained management agreements to be in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and force as of Closing between (i) Seller and Xxxxxx Xxxx, and (ii) Seller and HLM of North Carolina, P.C. (collectively, the "Related Party Management Agreements"), subject to further amendment and modification to the satisfaction of Purchasers following Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transactionprovided herein; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer Purchasers shall have equaled no less than $70,000,000approved and executed Intercreditor Agreement among themselves; (c) Payoff of any and all indebtedness of Guarantor to Firstar Bank of Iowa, N.A. ("Firstar") together with applicable release documentation and UCC termination statements, including releases of any liens, security interests or encumbrances by Firstar against the aggregate principal amount assets of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000Guarantor; (d) the Issuer All necessary consents and approvals shall have performedbeen obtained, satisfied including any necessary consents or complied requirements by Xxxxxxx Xxxxxx & Company Leasing, Inc. ("Berthel Leasing") with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior respect to the Closingsale-leaseback arrangement between Berthel Leasing and Guarantor; (e) all authorizationsAll Purchasers shall have approved the aforementioned sale-leaseback arrangement between Berthel Leasing and Guarantor, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance documentation thereof, and sale of the Convertible Notes and pursuant to this Agreement said transaction shall be obtained and effective consummated as of the Closing; and; (f) no Material Adverse Effect All Purchasers shall have occurred nor shall Airspan shall have experienced a material adverse effect on its businessapproved the extension of credit by First Charter Bank to Seller in an amount not to exceed $1,000,000, assets (including intangible assets), liabilities, condition (financial or otherwise) or and the results of operations guarantee of such Person indebtedness by Guarantor secured by the accounts of Guarantor, and its Subsidiariesthe documentation thereof, and said transaction shall be consummated as of Closing; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the The Merger Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with according to the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation conditions of the Merger without the prior written consent of the Purchasers; andAgreement.

Additional Conditions to Closing. In addition to (and not in lieu of) any and all conditions to closing contained in the conditions Agreement, Purchaser's obligation to perform under the Agreement and this Fifth Amendment is subject to and contingent upon the following being satisfied to Purchaser's satisfaction on or before the closing date set forth in Section 2.32 of the Fourth Amendment (collectively, the obligation of each Purchaser to consummate the "Additional Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions that, on the Closing Date:Conditions"): (a) Resolution and completion, to Purchaser's satisfaction, of all representations title and warranties survey matters, issues, objections and questions raised in Purchaser's e-mail messages to Seller (copies of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement shall be true and correct in all material respects (other than representations and warranties that which are qualified attached hereto as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified dateExhibit A), and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction;. (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account Delivery to Purchaser of the Issuer shall have equaled no less than $70,000,000;letters attached hereto as Exhibit B and made a part hereof executed by G-H Quarterfield Road, LLC ("Quarterfield"). (c) the aggregate principal amount Finalization, execution and recordation of Convertible Notes issued an amendment, in form and substance acceptable to Purchaser, to the Purchasers at Closing shall equal no less than $20,000,000;Declaration of Covenants, Conditions, Restrictions and Easements encumbering the Property and that certain outparcel adjacent to the Property. (d) the Issuer shall have performedPurchaser's and Seller's finalization, satisfied execution and delivery of all conveyance documents reasonably requested by Purchaser or complied with all agreements and covenants required by this Agreement Seller to be performedprovided at the closing. The conveyance documents shall include, satisfied or complied with without limitation, an endorsement by it at or prior Quarterfield of the original $24,972.73 Promissory Note dated July 23, 2002 (the "Note"), made by Xxxxxx Xxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "Mapsons") to the Closing;order of Quarterfield, and an assignment of any and all of Quarterfield's right, title and interest in, to and under that certain Settlement Agreement between Quarterfield and the Mapsons dated July 22, 2002. Seller agrees to deliver to Purchaser the original Note at closing. (e) all authorizationsResolution, approvals or permits, if anyto Purchaser's satisfaction, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required insurance credit claimed by Food-A-Rama, G.U., Inc. in its estoppel letter provided in connection with the consummation transaction contemplated by the Agreement. If any one or more of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to Additional Closing Conditions set forth in this Agreement Section 2 shall not be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its businesssatisfied by January 16, assets (including intangible assets)2004, liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested the right, at its option and by notice to Seller (and provided that Purchaser has not waived such failure), to elect at any time thereafter to either terminate the Agreement and this Fifth Amendment, in writing at least ten (10) days prior which event the $250,000 Xxxxxxx Money Deposit and any interest thereon shall forthwith be returned to the Closing; (j) on Purchaser, and all other funds and documents theretofore delivered hereunder or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction deposited in escrow by either party shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless forthwith returned to such Purchaser shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andparty.

Additional Conditions to Closing. In addition It is a condition to the conditions set forth in Section 2.3, the Buyer’s obligation of each Purchaser to proceed to Closing and to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions transactions contemplated hereby, that, on as of the Closing Date: , (ai) all of the Sellers’ representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement hereunder shall be true and correct in all material respects (other than with respect to each Seller and the Seller Closing Certificates delivered pursuant to Section 12 hereof shall not disclose any material qualifications or material changes in Sellers’ representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties set forth in Section 15 hereof; (ii) Sellers shall be true and correct have performed in all respectsmaterial respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall, upon payment of the Purchase Price (net of the outstanding principal balance of the Loan and net of all prorations and other adjustments provided for in this Agreement) and performance by Buyer of all of its obligations under this Agreement, be unconditionally committed to issue the Title Policies at Closing; (v) Sellers shall have delivered all other documents and other deliveries listed in Section 12 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; (vii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Bond Lease Documents shall have been obtained; (viii) Lender shall have approved the transfer of the Property and the Loan Assumption; (ix) as of the Closing as though made on Date, the Closing (except for those representations and warranties that speak as terms of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation Lender’s approval of the Closing shall constitute a reaffirmation by the Issuer of each transfer of the representations, warranties Property and agreements the terms of Lender’s approval of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds Assumption shall not have materially changed from the PIPE received time such approval was originally granted or such changes shall have been accepted by the Issuer upon its consummation Buyer; and (iix) the cash in the Trust Account at Closing, Sellers shall assign to Buyer all of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued Sellers’ right to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied all escrow balances or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permitsreserves, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required maintained in connection with the consummation Loan and Buyer shall pay Sellers the amount of the Transactions and the lawful issuance and sale escrow balances or reserves so assigned, subject to written confirmation from Lender of the Convertible Notes and pursuant its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition set forth in this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect but not set forth in this Section 11(b), then Buyer shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused right to be paid) terminate this Agreement by written notice to Sellers delivered on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paidDate, in each case which event the Deposit shall be returned to the extent due (which amount may be offset against the proceeds from the issuance Buyer, all obligations of the Convertible Notes made parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the date part of the Closing Sellers under any other provision of this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with which case the terms of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser Section 14(b) shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andalso apply.

Additional Conditions to Closing. In addition It is a condition to the conditions set forth in Section 2.3, the obligation of each Purchaser Buyer's obligations to proceed to Closing and to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions transactions contemplated hereby, that, on as of the Closing Date: , (ai) all of the Seller's representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement hereunder shall be true and correct in all material respects (other than and the closing certificate delivered pursuant to SECTION 8.A.(VI) hereof shall not disclose any qualifications or changes in Seller's representations and warranties that are qualified as to materiality or Material Adverse Effectset forth in SECTION 11 hereof, which representations and warranties shall be true and correct which, in all respects) at and as of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific dateBuyer's sole discretion, which shall be so true and correct in all material respects as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall would have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its businessthe use, assets operation, value, marketability or financeability of the Property by Buyer; (including intangible assets), liabilities, condition (financial or otherwiseii) or the results of operations of such Person and its Subsidiaries; (g) the Issuer Seller shall have paid performed all of its covenants hereunder; (iii) no moratorium, statute, order, regulation, ordinance or caused to be paid) on judgment of any court or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) governmental agency shall have been paidenacted, in each case adopted, issued or initiated that would materially and adversely affect the Property; (iv) the Property shall be delivered to Buyer at Closing free and clear of any occupants or rights to possession other than the extent due (which amount may be offset against the proceeds from the issuance rights of the Convertible Notes made on the date of Seller under the Closing under this Agreement); Lease; (hv) the Purchasers and the Collateral Agent all Contingencies shall have received a solvency certificate from the chief financial officer been satisfied or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and waived in accordance with SECTION 3 hereof; (vi) the terms Title Company shall be unconditionally committed to issue the Title Policy upon the recordation of the Transaction Deed; (vii) Seller shall have delivered all other documents and other deliveries listed in SECTION 8.A. hereof; (viii) there shall not have occurred a material adverse change in Seller's financial condition or in its ability to perform its obligations under the Closing Lease; (ix) there shall not have occurred a material adverse change in Guarantor's financial condition or its ability to perform its obligations under the Guaranty; and (x) all other conditions to Buyer's obligations to proceed to Closing which are set forth in this Agreement without any amendment, modification shall have been satisfied or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment waived in writing in the Issuer unless such Purchaser shall have consented thereto in writingmanner herein provided. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with If any condition to Buyer's obligations hereunder is not fulfilled, including any condition not set forth in this SUBSECTION 7.B., Buyer shall have no obligation to proceed to Closing or to consummate the consummation transactions contemplated hereby. Nothing in this Agreement shall restrict Buyer's rights and remedies in the event that the failure of any of the Merger without the prior written consent of the Purchasers; andforegoing conditions to be satisfied also constitutes a default by Seller hereunder.

Additional Conditions to Closing. In addition Without limiting any other conditions to the conditions Buyer's obligations to close set forth in Section 2.3this Agreement, the obligation obligations of each Purchaser to consummate the Closing shall be Buyer under this Agreement are subject to the satisfaction or valid waiver by such Purchaser at the time of Closing of each of the additional following conditions that(any of which may be waived in whole or in part by Buyer at or prior to Closing): (i) It shall be a condition precedent to Buyer’s obligation to close the transaction contemplated by this Agreement that Buyer shall have received, on or before Closing, estoppel certificates dated no earlier than thirty (30) days prior to the Closing Date: originally-scheduled Closing, complying with the requirements of this Article 7 (aeach a “Tenant Estoppel Certificate”) from all of the tenants who, together with the Buyer, lease at least eighty percent (80%) of the Building as of the Effective Date (“Tenant Estoppel Requirement”), provided however, Seller shall not be required to deliver a Tenant Estoppel Certificate from the Buyer. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to have all tenants provide Tenant Estoppel Certificates even if the Tenant Estoppel Certificate Requirement is satisfied. Each Tenant Estoppel Certificate shall be substantially in the form of Exhibit K attached hereto (provided that any Tenant Estoppel Certificate shall be acceptable if in the form or containing the information required by the applicable Lease) and shall not disclose (x) any matters which are inconsistent in any material respect with the terms and provisions of the Leases or the representations and warranties of Seller made in Article 11 hereof, or (y) any uncured default(s) by the Issuer tenants or the Seller under the Lease(s). In the event any Tenant Estoppel Certificate does not meet the requirements of (x) and (y) above based on a monetary obligation of Seller, Seller may, but shall not be obligated to, elect to provide to Buyer, at Closing, a credit against the Purchase Price in an amount equal to the amount required to cure such monetary obligation. In no event shall Seller be obligated to deliver updates to any Tenant Estoppel Certificate. Buyer agrees not to unreasonably object to or withhold Buyer’s consent to any alternate estoppel form or changes made by any tenant to the form attached hereto so long as such estoppel does not disclose (a) any matters which are inconsistent in any material respect with the terms and provisions of the Leases or the representations and warranties of Seller made in Article 11 hereof, or (b) any uncured default(s) by the tenant or the Seller under such lease and Buyer shall not object to any provision in a Tenant Estoppel Certificate which (x) is qualified to tenant’s knowledge, or (y) was disclosed to Buyer prior to the Due Diligence Expiration Date. Seller shall prepare the Tenant Estoppel Certificates subject to Buyer’s review and approval (provided that if Buyer has not provided any comments to the Tenant Estoppel Certificates or approved same in writing within three (3) business days after its receipt of same from {W6394298.7} -7- Seller, Buyer shall be deemed to have approved the Tenant Estoppel Certificates), and promptly after the Due Diligence Expiration Date (if Buyer has not elected to terminate this Agreement), distribute the estoppel certificates to each of the tenants under the Leases. Seller shall promptly provide Buyer with copies of all comments to the Tenant Estoppel Certificates received from tenants. If any Tenant Estoppel Certificate provided to Buyer prior to Closing contains any information that is materially inconsistent with any Seller representation and is accepted by Buyer, in Buyer’s sole discretion, such Seller representation shall be deemed modified by the information contained in such Tenant Estoppel Certificate. If Buyer fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Buyer’s specific objections), within three (3) business days from the date of Seller’s delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Buyer. Seller’s failure to fulfill the Estoppel Certificate Requirement shall constitute a failure of a condition precedent hereunder but shall not constitute a default by Seller under this Agreement. (ii) All of the representations and warranties made by Seller set forth in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement or any Exhibit attached hereto shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, with the same force and effect as though if made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation subject to changes that: (y) are caused by the acts or omissions of Buyer or its agents or affiliates; or (z) are a result of the Closing shall constitute a reaffirmation by the Issuer of each operation of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and Property in the Term Loan Credit Agreement as normal course of business since the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Effective Date and in accordance with the terms of this Agreement and do not, individually or in the Transaction Agreement without any amendmentaggregate, modification have a material adverse effect on the value or waiver operation of the Transaction Agreement Property, provided that materially and adversely affects any such changes are disclosed by Seller to Buyer in writing prior to the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser Closing Date; and (iii) Seller shall have consented thereto performed, observed, and complied in writingall material respects with all covenants and agreements required by this Agreement to be performed by Seller at or prior to Closing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with If any condition set forth herein is not fully satisfied on or before the Closing Date, Seller may elect to attempt to satisfy any such unsatisfied condition, and if Seller so elects, Seller shall have until the consummation of date occurring thirty (30) days after the Merger without Closing Date in which to satisfy such condition, and the prior written consent of the Purchasers; andClosing Date shall be extended for such period.

Additional Conditions to Closing. Without limiting any other conditions to Buyer’s obligations to close set forth in this Agreement, the obligations of Buyer under this Agreement are subject to the satisfaction at the time of Closing of each of the following conditions (any of which may be waived in whole or in part by Buyer at or prior to Closing). If any such conditions are not satisfied on or prior to the Closing Date, Buyer may terminate the Agreement and receive a refund of the Deposit: (i) Buyer shall have received an executed tenant estoppel certificate (the “Tenant Estoppel Certificate”) in substantially the form attached hereto as Exhibit K (or, if different, the form attached to, or upon the terms required by, the applicable Lease) from (i) Renewal by Xxxxxxxx, Xxxxxx International and all tenants who lease at least 40,000 square feet of space in the Improvements (collectively, “Major Tenants”) and (ii) tenants who, together with the Major Tenants, lease in the aggregate at least seventy-five percent (75%) of the leased space in the Property as of the Effective Date (the “Estoppel Certificate Requirement”). Each Tenant Estoppel Certificate must be dated no more than forty-five (45) days prior to the Closing Date. Buyer agrees not to unreasonably object to or withhold Buyer’s consent to any alternate estoppel form or changes made by any tenant to the form attached hereto and Buyer shall not object to any provision in a Tenant Estoppel Certificate which was disclosed to Buyer prior to the Due Diligence Expiration Date, provided that Buyer may object to a Tenant Estoppel Certificate if it shows an ongoing default under the Lease or a tenant bankruptcy action or any material discrepancy with respect to the rent roll or Seller’s representations set forth in this Agreement. If any Tenant Estoppel Certificate provided to Buyer prior to Closing contains any information that is materially inconsistent with any Seller representation and Buyer has actual knowledge of such inconsistency (defined as the actual knowledge of Xxxx Xxxxxxx or Xxxxxx Xxxx, as opposed to constructive or imputed knowledge), and Buyer elects to close the transaction contemplated hereunder, such Seller representation shall be deemed modified by the information contained in such Tenant Estoppel Certificate. If Buyer fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Buyer’s specific objections), within two (2) business days from the date of Seller’s delivery thereof but no later than two (2) business days prior to Closing, such Tenant Estoppel Certificate will be deemed approved by Buyer. Seller’s failure to fulfill the Estoppel Certificate Requirement shall constitute a failure of a condition precedent hereunder but shall not constitute a default by Seller under this Agreement. In addition to the foregoing, Seller shall reasonably cooperate with Buyer to obtain any estoppel certificates relating to any reciprocal easement agreements and/or covenants, conditions and restrictions as included in Buyer’s Title Notice; provided that Seller’s inability to obtain same shall in no event be a Seller default and shall not be a condition precedent to Buyer’s obligation to close the transactions contemplated hereunder. (ii) All of the representations and warranties made by Seller set forth in Section 2.3, the obligation of each Purchaser to consummate the Closing shall be subject to the satisfaction or valid waiver by such Purchaser of the additional conditions that, on the Closing Date: (a) all representations and warranties of the Issuer contained in this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement or any Exhibit attached hereto shall be true and correct in all material respects respects, subject to: (other than representations and warranties that 1) changes that: (y) are qualified as to materiality caused by the acts or Material Adverse Effect, which representations and warranties shall be true and correct in all respectsomissions of Buyer or its agents or affiliates; or (z) at and as are a result of the Closing as though made on the Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date), and consummation operation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in this Agreement and Property in the Term Loan Credit Agreement as normal course of business since the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of the United States or of any other country or state that are required in connection with the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; and (f) no Material Adverse Effect shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or the results of operations of such Person and its Subsidiaries; (g) the Issuer shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer to the Purchasers and the Collateral Agent in connection with the Note Documents) shall have been paid, in each case to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date of the Closing under this Agreement); (h) the Purchasers and the Collateral Agent shall have received a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Issuer in form and substance satisfactory to the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closing, to the extent that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closing, the Purchaser and the Collateral Agent shall have received each of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to this Agreement; (k) the initial Purchasers and the Collateral Agent shall have received evidence that the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Effective Date and in accordance with the terms of this Agreement and do not, individually or in the Transaction Agreement without any amendmentaggregate, modification have a material adverse effect on the value or waiver operation of the Transaction Property; and (2) casualty or condemnation (which shall be governed by Article 10). (iii) Seller shall have performed, observed, and complied in all material respects with all covenants and agreements required by this Agreement that materially to be performed by Seller at or prior to Closing. (iv) No Tenant under the Leases shall have terminated in advance of the scheduled expiration date of, or given written notice of intent to terminate, their Lease pursuant to the terms of such Lease. No Major Tenant shall have become the subject of a voluntary or involuntary bankruptcy proceeding following the expiration of the Due Diligence Period. (v) Closing shall occur with respect to all (and adversely affects no less than all) of the Issuer or Property simultaneously. (vi) The Title Company shall be irrevocably committed to issue the Purchasers’ investment Title Policy in the Issuer unless form approved by Buyer prior to the expiration of the Due Diligence Period. If any condition set forth herein is not fully satisfied on or before the Closing Date, Seller may elect to attempt to satisfy any such Purchaser unsatisfied condition, and if Seller so elects, Seller shall have consented thereto until the date occurring thirty (30) days after the Closing Date in writing. For which to satisfy such condition, and the avoidance of doubt the Issuer Closing Date shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andbe extended for such period.

Additional Conditions to Closing. In addition With respect to the conditions set forth in Section 2.3Closing Date, the Buyer's obligation of each Purchaser to consummate the Closing shall be purchase of the Mortgage Loans pursuant to this Agreement is subject to the satisfaction or valid waiver by such Purchaser of the additional conditions that, on the Closing Datefollowing conditions: (a) all The Seller shall further perform any other action or deed as the Buyer may reasonably request to cause the proper filing or recording of each Mortgage and Assignment of Mortgage in such other places and in such other manner, form or condition satisfactory to the Buyer; (b) All Mortgagor payments on account of taxes, site inspection fees or insurance collected by the Seller with respect to a Mortgage Loan prior to the submission of such Mortgage Loan to the Buyer shall be held by the Seller in an Escrow Account. All such Escrow Accounts shall be transferred to the Buyer on or before the Closing Date; (c) The Seller shall also provide to the Buyer the Mortgage Loan Schedule and such other reports or information regarding the Mortgage Loans as may be reasonably requested by Buyer; (d) All representations and warranties of the Issuer contained Seller set forth in Sections 3.02 and 3.03 of this Agreement and all representations and warrantees of the Guarantors contained herein and in the Term Loan Credit Agreement shall be true and correct shall take into account all of the Mortgage Loans in all material respects (other than the aggregate; provided, however, that the Buyer shall have no obligation to purchase any individual Mortgage Loan as to which the representations and warranties that set forth in Sections 3.02 and 3.03 are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be not true and correct with respect to such Mortgage Loan; provided further, however, that in all respects) at and the event the Buyer elects not to purchase such Mortgage Loan, the purchase price for the Mortgage Loans shall be recalculated in order to reflect the deletion of such Loan as of the Closing as though made on Cut-Off Date; and no event shall have occurred which, with notice or the Closing (except for those representations and warranties that speak as passage of a specific datetime, which shall be so true and correct in all material respects as of such specified date), and consummation of the Closing shall would constitute a reaffirmation by the Issuer of each of the representations, warranties and agreements of the Issuer and the Guarantors contained in default under this Agreement and in the Term Loan Credit Agreement as of the date of this Agreement and as of the Closing both before and after giving effect to consummation of the Transaction; (b) the sum of (i) the gross proceeds from the PIPE received by the Issuer upon its consummation and (ii) the cash in the Trust Account of the Issuer shall have equaled no less than $70,000,000; (c) the aggregate principal amount of Convertible Notes issued to the Purchasers at Closing shall equal no less than $20,000,000; (d) the Issuer shall have performed, satisfied or complied with all agreements and covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the ClosingAgreement; (e) all authorizations, approvals or permits, if any, of any Governmental Authority or regulatory body of The Buyer shall have received prior to the United States or of any other country or state that are required in connection with Closing Date the consummation of the Transactions and the lawful issuance and sale of the Convertible Notes and pursuant to this Agreement shall be obtained and effective as of the Closing; andexpected final Mortgage Loan Schedule; (f) no Material Adverse Effect The Seller shall have occurred nor shall Airspan shall have experienced a material adverse effect on its business, assets (including intangible assets), liabilities, condition (financial or otherwise) or provide to the results Buyer the opinion of operations Seller's counsel in the form of such Person and its SubsidiariesExhibit B attached hereto; (g) the Issuer The Seller shall have paid (or caused to be paid) on or before the Closing all fees and expenses then due and payable in connection with the Closing (including all reasonable and documented out-of- pocket expenses required to be reimbursed by the Issuer provide to the Purchasers Buyer a copy of the Seller's letter to each Mortgagor and any guarantor(s) advising of the Collateral Agent in connection with sale and transfer of servicing of the Note Documents) shall have been paidrelated Mortgage Loan to Buyer, in each case form and content acceptable to the extent due (which amount may be offset against the proceeds from the issuance of the Convertible Notes made on the date Buyer and dated within 5 days of the Closing under this Agreement);Date; and (h) The Seller shall provide to the Purchasers and the Collateral Agent shall have received Buyer a solvency certificate from the chief financial officer or treasurer (or officer with equivalent duties) copy of a resolution of the Issuer in form and substance satisfactory to board of directors of Seller, certified by the Purchasers and the Collateral Agent; (i) the Issuer shall have provided or caused to be provided the documentation and other information to the Purchasers and the Collateral Agent that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least three (3) Business Days prior to the Closingsecretary of Seller, to the extent effect that the Collateral Agent or the Purchaser shall have reasonably requested in writing at least ten (10) days prior to the Closing; (j) on or prior to the Closingexecution of this Agreement by Seller, the Purchaser and the Collateral Agent shall have received each performance of the conditions precedent to the Closing set forth on the closing agenda attached as Exhibit A to obligations of Seller under this Agreement; (k) , have been duly authorized by the initial Purchasers board of directors of Seller, or are within the scope and coverage of a general authorization adopted by the board of directors of Seller, and stating that said resolution is in full force and effect and the Collateral Agent shall have received evidence that application of which includes the Transaction shall be consummated immediately following or substantially concurrently with the Closing on the Closing Date and in accordance with the terms officers of the Transaction Agreement without any amendment, modification or waiver of the Transaction Agreement that materially and adversely affects the Issuer or the Purchasers’ investment in the Issuer unless such Purchaser shall have consented thereto in writing. For the avoidance of doubt the Issuer shall not amend the definition of “Material Adverse Effect” (as defined herein) or waive non-compliance with any condition to the consummation of the Merger without the prior written consent of the Purchasers; andSeller who are signatories hereto.