Common use of Buyer's Conditions of Closing Clause in Contracts

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Micromatix Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.1.1 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) 5.1.2 There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanyCompany or any affiliate, and the Company or any affiliate shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident accident, or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (C) Founders 5.1.3 Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's and each Affiliate's respective jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company or such Affiliate, as the case may be, has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders 5.1.4 Seller shall have delivered to Buyer certificates and other instruments representing all Company of the Micromatix Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Micromatix Shares to Buyer free and clear of all security interests, liens, encumbrances encumbrances, and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) 5.1.5 Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent contingent, or otherwise), reserves, business, operations operations, or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) 5.1.6 No suit, action, investigation, inquiry inquiry, or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) 5.1.7 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order order, or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders the Company contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders the Company shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect. (B) There The Company shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, issued and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all the Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (GC) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HD) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IE) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JF) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (KG) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders the Company contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders the Company shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Audited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any or other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (ID) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JE) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (KF) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Project shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanyProject, and the Company Project shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (C) Founders Seller shall have delivered to Buyer a Certificate evidence, satisfactory to the Buyer in the sole and exclusive judgment of Buyer, of the Secretary of State (or other authorized officer) of the CompanyProject's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company Project has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporationbusiness. (D) Shareholders Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares Project to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company Project by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company Project or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HF) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IG) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JH) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (KI) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the CompanyProject.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (Aa) All representations and warranties of Founders Shareholders contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (Db) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (Gc) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (Hd) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (Ie) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (Jf) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not to be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (Kg) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders Shareholder contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Shareholder shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Shareholder dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders Shareholder shall have delivered to Buyer certificates and other instruments representing all the Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (GC) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HD) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IE) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JF) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (KG) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Assets and to assume the liabilities and obligations set forth herein shall be subject to and conditioned upon the satisfaction (on or waiver by Buyer) at the prior to Closing of each of the following conditions: (A) 5.1.1 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect, and Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders an authorized officer of Seller dated as of the Closing Date to such effect. (B) 5.1.2 There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, condition or business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effectBusiness. (C) Founders 5.1.3 Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officerpublic official) of the CompanySeller's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company Seller has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) 5.1.4 Buyer shall have received from Kutak Rock, counsel for the CompanySeller, an opinionxxxxxxx, dated the Closing Date, in form and substance satisfactory satis- factory to Buyer and its counsel.counsel in the form attached as Exhibit "C." (F) Buyer 5.1.5 Seller shall have obtained all authorizations, consents, waivers and approvals as may be required in connection with the consent assignment of those contracts, agreements licenses, leases, sales orders, purchase orders and other commitments to be assigned to Buyer pursuant to this Agreement. 5.1.6 Seller shall have executed and delivered the Bill of Sale, Assignment and Assumptxxx Agreement to Buyer. 5.1.7 Seller shall have delivered to Buyer a certificate of its shareholders corporate Secretary certifying as to: (a) the adoption of resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated herein hereby; and (b) the incumbency of its officers executing this Agreement and shall have filed an Information Statement with the Securities all agreements and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Datedocuments contemplated hereby. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) 5.1.8 The approval and all consents from third parties Parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) 5.1.9 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) 5.1.10 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As 5.1.11 Seller must provide Buyer with UCC termination statements and other releases terminating all liens of Norwest Bank and all other liens or encumbrances on the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the CompanyAssets.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Interest shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (C) Founders Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders Seller shall have delivered the written resignations, effective on the Closing Date, of all members of the Managing Directors and all officers of the Company. (E) Seller shall have delivered to Buyer certificates and other instruments representing all Company SharesInterest, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares Interest to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (EF) Buyer shall have received from Jackson, Walker, L.L.P., Att: Xxxxxxx Xxxxxxx, counsel for the CompanySeller, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (FG) Buyer Pritchett, Siler, & Hardy, Certified Public Accountants, shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement furnished to its shareholders at least 20 days prior to Buyer a letter, dated the Closing Date, confirming that they are independent certified public accountants with respect to the Company and stating in substance that, although they have not conducted an audit or a review of any financial statements of the Company and therefore are unable to and do not express any opinion on the financial position, results of operations, or cash flows of the Company, on the basis of a compilation of the balance sheet and the income statement of the Company as of December 31, 2005 (the "Compiled Balance Sheet and Income Statement") and a reading of the minutes of the meetings of the stockholders and the Board of Directors of the Company from inception through June 30, 2006, consultations with officers of the Company responsible for financial and accounting matters on behalf of the Company, but without conducting a compilation, review, or audit of any financial statements subsequent to December 31, 2005 and based solely upon representations of management of the Company, nothing has come to their attention which in their judgment would indicate that: (i) their report on the December 31, 2005 Compiled Balance Sheet and Income Statement was not prepared in accordance with applicable AICPA standards; and (ii) during the period from the date of the Compiled Balance Sheet to the date of the letter, there has been any material change in the capital stock or long-term debt of the Company. (GH) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HI) Buyer understands that it will not have a seat on the Board of Directors for a period of six months or until the next election or annual meeting of Compnay. (J) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IK) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JL) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.1.1 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct in the aggregate in all material respects at and as of the Closing Date, Shareholders Seller shall have performed in all material respects all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) There , unless such conditions shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) waived by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer. 5.1.2 Buyer shall have received a certificate "fairness opinion", or other documents in form and substance satisfactory or Buyer and to the disinterested members of its Board of Directors, which opines or states that the Shareholders dated per share value of Buyer is equal to or greater than the Closing Date per share purchase price which the Buyer is paying hereunder to such effectacquire the Shares and that the purchase of Seller's shares is fair from a financial point of view, to Buyer. (C) Founders 5.1.3 Seller shall have delivered to Buyer a s Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, Seller as of such date, date is in good standing and authorized to transact business as a domestic corporationcorporation in its state of incorporation. (D) Shareholders 5.1.4 Seller shall have delivered to Buyer certificates s Certificate of its corporate Secretary's certifying: (a) Resolutions of its Board of Director authorizing execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.1.5 Seller shall have delivered to Buyer certificate and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust companyBuyer), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer Buyers free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer 5.1.6 Seller shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory delivered to Buyer copies of the termination documents for all voting trusts, proxy arrangements and its counsel. (F) Buyer shall have obtained the consent all other arrangements and agreements of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement any kind or nature to its shareholders at least 20 days prior which to is a party under which it or any other person or entity is authorized to vote shares of Buyer's stock, effective as of the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) 5.1.7 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) 5.1.8 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) 5.1.9 Seller shall have been delivered to Buyer the waivers referred to in Section 2.2 above, which shall be in form and substance satisfactory to Buyer. 5.1.10 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Purchased Assets and to assume the specified liabilities and obligations set forth herein shall be subject to and conditioned upon upon, at Buyer’s option, the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 8.1.1 All representations and warranties of Founders contained in this Agreement Seller and the Schedules hereto Shareholder contained herein shall be true and correct at and as of the Closing Date, Shareholders Date with the same effect as though made as of the Closing Date and Seller and the Shareholder shall have performed all agreements and covenants and satisfied all conditions on its or her part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate hereof. 8.1.2 As of the Founders dated the Closing Date to such effect. (B) There Closing, there shall have been no material adverse change since the date of the Unaudited Balance Sheet Date in the financial condition, business or affairs of Seller and/or the CompanyPurchased Assets, and Seller and/or the Company Purchased Assets shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or businessSeller’s Galvanizing Division and/or the Purchased Assets, and Buyer shall have received a certificate of Seller, signed by the Shareholders President of Seller, and a certificate of the Shareholder, each dated the Closing Date Date, to both such effecteffects. 8.1.3 Seller shall have obtained all authorizations, consents, waivers and approvals as may be required in connection with the assignment of those Contracts to be assigned to Buyer pursuant hereto upon terms acceptable to Buyer in its sole discretion. 8.1.4 Seller shall have executed and delivered the Xxxx of Sale, Assignment and Assumption Agreement and such other bills of sale, deeds, instruments of assignment and other appropriate documents (Cincluding the Deeds) Founders as may be requested by Buyer in order to carry out the intentions and purposes hereof. 8.1.5 Seller, the Shareholder and the Escrow Agent shall have executed and delivered the Escrow Agreement. 8.1.6 Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinioncertificate, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel.of Seller’s corporate Secretary certifying: (Fi) Buyer shall have obtained the consent resolutions of its shareholders authorizing Board of Directors and stockholders approving and adopting this Agreement and the all transactions contemplated herein hereby and shall have filed an Information Statement with authorizing Seller’s execution, delivery and performance of this Agreement and all agreements, documents and transactions contemplated hereby; and (ii) the Securities incumbency of its officers executing this Agreement and Exchange Commission all agreements and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Datedocuments contemplated hereby. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) 8.1.7 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) 8.1.8 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there 8.1.9 There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As 8.1.10 Buyer shall have received an opinion, dated as of the ClosingClosing Date, there from Xxxxxxxx & Shohl, LLP, legal counsel for Seller and the Shareholder, in the form attached hereto as Exhibit G. 8.1.11 Buyer and Seller shall have been no material adverse change entered into a license agreement in the amount form attached hereto as Exhibit H pursuant to which Seller grants to Buyer an exclusive, royalty-free and perpetual license to use the name “Xxxx Industries, Inc.” and all related trademarks and other rights related thereto in connection with the conducting of issued a galvanizing business. 8.1.12 Seller and outstanding common stock the Shareholder shall have executed and delivered the Receivables Guaranty. 8.1.13 Each of Xxx Xxxxxx and Xxxx Xxxx shall have executed and delivered an Employment and Noncompetition Agreement in substantially the form attached hereto as Exhibit I (the “Form of Employment Agreement”). 8.1.14 Buyer and Seller shall have entered into the Real Property Lease. 8.1.15 Buyer and Seller shall have entered into a Shared Services Agreement in the form attached hereto as Exhibit J. 8.1.16 Seller shall have taken all actions required to effect the complete redemption of the CompanyPlymouth Revenue Bonds at the earliest practicable date, and to evidence such actions, shall have provided to Buyer: (i) confirmation from the trustee for the Plymouth Revenue Bonds that it has provided or will provide to the holders of the Plymouth Revenue Bonds all redemption notices and other materials necessary in connection with the redemption (and indicating the date on which the redemption will occur); (ii) confirmation from the bank whose letter of credit secures the Plymouth Revenue Bonds that the bank will honor a request from the trustee for the Plymouth Revenue Bonds for all funds necessary to effect the redemption of the Plymouth Revenue Bonds on the date the redemption will occur and (iii) satisfactory evidence that the redemption of the Plymouth Revenue Bonds is adequately funded. 8.1.17 Buyer shall have received a certificate substantially in the form of Exhibit K from an officer of the Seller dated on the Closing Date certifying the non-foreign status of the Seller in the form and substance as required under the Treasury Regulations under Sections 897 and 1445 of the Code. 8.1.18 Buyer and Shareholder shall have entered into the Remediation Agreement.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company IGW Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders the Company contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders the Company shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect. (B) There The Company shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, issued and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company the IGW Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company IGW Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (GC) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HD) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IE) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JF) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (KG) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company UMSI Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.2.1. All representations and warranties of Founders Seller and UMSI contained in this Agreement and the Schedules hereto other Transaction Documents shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part required to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders 5.2.2. Seller shall have delivered to Buyer a Certificate certificates of each of Seller's and UMSI's corporate Secretary certifying: (i) Resolutions of its Board of Directors authorizing execution and delivery of this Agreement and the other Transaction Documents and the performance of all Transactions; and (ii) The incumbency of its officers executing this Agreement and all other Transaction Documents executed on Seller's behalf. 5.2.3. Seller shall have delivered to Buyer certificates of the Secretary of State (or other authorized officer) of Delaware and the Company's jurisdiction of incorporation Virginia Corporation Commission certifying as of a date reasonably close to the Closing Date that the Company each of Seller and UMSI, respectively, has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders 5.2.4. Seller shall have delivered the stock and minute book of UMSI and the written resignations, effective on the Closing Date, of all members of the Board of Directors and all officers of UMSI, and shall have caused all persons who have been designated by Buyer to be duly elected as directors and officers of UMSI. 5.2.5. Seller shall have delivered to Buyer certificates and other instruments representing all Company Sharesthe UMSI Shares issued and outstanding, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust companyBuyer), together with all other documents necessary or appropriate to validly transfer the Company UMSI Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claimsLiens. (E) Buyer 5.2.6. There shall not have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither occurred any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount business, client relations, operations, properties, prospects, assets or condition of issued UMSI, and outstanding common stock of the Companyno event shall have occurred or circumstance shall exist that has specific application to UMSI (other than general economic or industry conditions) that could reasonably be expected to result in such a material adverse change.

Buyer's Conditions of Closing. The obligation of Buyer to purchase the HWP Shares and pay for HWI Shares and to consummate the Company Shares transactions hereunder shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions:; (Aa) All representations and warranties of Founders the Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders the Seller shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders such parties dated the Closing Date to such effect. (Bb) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders The Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) title appropriate authority of the Company's jurisdiction State of incorporation Nevada certifying as of a date reasonably close to the Closing Date that the Company Seller has filed all required reports, paid all required fees and taxes, taxes and is, as of such date, in good standing and authorized to transact business as a domestic corporation; (c) Ray and such other officers and directors of HWP and HWI as the Buyer may require shall have delivered the written resignations, effective on the Closing Date. (Dd) Shareholders The Seller shall have delivered to Buyer the certificates and other instruments representing all Company of the HWP Shares and the HWI Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company HWP Shares and HWJ Shares to Buyer free and clear of all security interests, liensLiens, encumbrances and adverse claims. In the event that the HWP Shares and the HWI Shares cannot be found or located, the Seller shall have executed and delivered any affidavits of lost certificates as may be necessary for the issuance of new certificates. (Ee) Buyer shall have received from counsel for Any necessary approvals required under all loan agreements, indentures or other debt documents of the CompanySeller HWP, an opinionor HWI, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel.and (Ff) Buyer shall have obtained the consent of The Seller shall, at its shareholders authorizing this Agreement own cost and expense, obtain a fairness opinion from independent corporate counsel that the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior by this Agreement are fair to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.Seller

Buyer's Conditions of Closing. The Buyer's obligation of Buyer to purchase and pay for the Company Shares Assets shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and 9.1 Buyer shall have received from a certificate U.S. Bankruptcy court having jurisdiction over Seller, a final order approving this sale under Section 363 of the Founders dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial conditionU.S. Bankruptcy Code, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances claims or encumbrances, including but not limited to any claims of franchisees, area developers, landlords and adverse claims. (E) Buyer shall have received from counsel contracting parties under any Assumed Contracts or Assumed Liabilities, any claims for the Companyunpaid wages or any pension, an opinionprofit sharing or retirement plan or collective bargaining agreement, dated the Closing Dateregarding or relating to "hazardous substances" and/or "hazardous materials" as those terms are defined in any federal, state or local law, rule, regulation or ordinance, or any claims relating to any occupational safety or health or compliance with OSHA arising on or before Closing, in form and substance satisfactory to Buyer. If Seller cannot obtain the order required under this Section, Buyer may terminate this Agreement and obtain a refund of the Deposit. 9.2 All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident to this Agreement shall be reasonably satisfactory in form and substance to Buyer and its counsel. (F) , and Buyer shall have obtained the consent received copies of its shareholders authorizing this Agreement all of such documents and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer evidence as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect its counsel may reasonably request in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required order to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on establish the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyersuch transactions. (K) As of the Closing, there 9.3 There shall have been no materially adverse change or damage to the Assets, or the Business or to Seller's franchisee or customer relationships or material supplier relationships, which has or have a materially negative impact on the Business. By way of example, a "material change" in the Business would include (i) a material adverse change in franchisee relationships (either in number of franchised stores or in the amount volume of issued royalty and outstanding common stock advertising fees that such relationships represent); (ii) a reduction in collections by 15% or more as against accrued royalty and advertising fees, calculated as follows: accruals for September 2002 royalty and advertising fees due October 2002, divided by the collections of such fees from October 1, 2002 through October 31, 2002, compared to the accrual for November 2002 royalty and advertising fees due December 2002 divided by the collections of such fees from December 1, 2002 through December 31, 2002; or (iii) any material degradation in the services provided by Area Developers. Upon a material change, Buyer is entitled to terminate this Agreement and obtain a refund of the CompanyDeposit. 9.4 Seller shall have closed and/or de-identified any company-owned store, and have ceased all use of the Intellectual Property to operate any de-identified company-owned store after Closing. 9.5 Seller shall have delivered to Buyer all the documents that Seller is required to deliver under this Agreement.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.1.1 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct in the aggregate in all material respects at and as of the Closing Date, Shareholders Seller shall have performed in all material respects all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) There , unless such conditions shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) waived by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer. 5.1.2 Buyer shall have received a certificate "fairness opinion," or other documents in form and substance satisfactory to Buyer and to the disinterested members of its Board of Directors, which opines or states that the Shareholders dated per share value of Buyer is equal to or greater than the Closing Date per share purchase price which the Buyer is paying hereunder to such effectacquire the Shares and that the purchase of Sellers shares is fair from a financial point of view, to Buyer. (C) Founders 5.1.3 Seller shall have delivered to Buyer a Certificate of the its Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, Seller as of such date, date is in good standing and authorized to transact business as a domestic corporationcorporation in its state of incorporation. 5.1.4 Seller shall have delivered to Buyer a Certificate of its corporate Secretary certifying: (Da) Shareholders Resolutions of its Board of Director authorizing execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.1.5 Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust companyBuyer), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer 5.1.6 Seller shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory delivered to Buyer copies of the termination documents for all voting trusts, proxy arrangements and its counsel. (F) Buyer shall have obtained the consent all other arrangements and agreements of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement any kind or nature to its shareholders at least 20 days prior which it is a party under which it or any other person or entity is authorized to vote shares of Buyer's stock, effective as of the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) 5.1.7 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) 5.1.8 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) 5.1.9 Seller shall have delivered to Buyer the waivers referred to in Section 2.2 above, which shall be in form and substance satisfactory to Buyer. 5.1.10 As of the Closing, there shall be no effective injunction, writwith, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Interest shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (C) Founders Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders Seller shall have delivered the written resignations, effective on the Closing Date, of all members of the Managing Directors and all officers of the Company. (E) Seller shall have delivered to Buyer certificates and other instruments representing all Company SharesInterest, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares Interest to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (EF) Buyer shall have received from Jackson, Barlow, Garsek, & Simon, LLP, Att: Xxxxx Xxxxx counsel for the CompanySeller, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (FG) Buyer Pritchett, Siler, & Hardy, Certified Public Accountants, shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement furnished to its shareholders at least 20 days prior to Buyer a letter, dated the Closing Date, confirming that they are independent certified public accountants with respect to the Company and stating in substance that, although they have not conducted an audit or a review of any financial statements of the Company and therefore are unable to and do not express any opinion on the financial position, results of operations, or cash flows of the Company, on the basis of a compilation of the balance sheet and the income statement of the Company as of December 31, 2005 (the “Compiled Balance Sheet and Income Statement”) and a reading of the minutes of the meetings of the stockholders and the Board of Directors of the Company from inception through June 30, 2006, consultations with officers of the Company responsible for financial and accounting matters on behalf of the Company, but without conducting a compilation, review, or audit of any financial statements subsequent to December 31, 2005 and based solely upon representations of management of the Company, nothing has come to their attention which in their judgment would indicate that: (i) their report on the December 31, 2005 Compiled Balance Sheet and Income Statement was not prepared in accordance with applicable AICPA standards; and (ii) during the period from the date of the Compiled Balance Sheet to the date of the letter, there has been any material change in the capital stock or long-term debt of the Company. (GH) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HI) Buyer understands that it will not have a seat on the Board of Directors for a period of six months or until the next election or annual meeting of Compnay. (J) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IK) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JL) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and ----------------------------- pay for the Company Shares Purchased Assets and to assume the specified liabilities and obligations set forth herein shall be subject to and conditioned upon upon, at Buyer's option, the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 7.1.1 All representations and warranties of Founders Seller and Xxxxxxx contained in this Agreement and the Schedules hereto herein shall be true and correct at and as of the Closing Date, Shareholders Date with the same effect as though made as of the Closing Date and Seller and Xxxxxxx shall have performed all agreements and covenants and satisfied all conditions on its or his part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreementhereof, and Buyer shall have received a certificate of Seller, signed by the Founders President of Seller, and a certificate of Xxxxxxx, each dated the Closing Date Date, to both such effecteffects. (B) There 7.1.2 As of the Closing, there shall have been no material adverse change since the date of the Unaudited Balance Sheet hereof in the financial condition, business or affairs of Seller and/or the CompanyPurchased Assets, and Seller and/or the Company Purchased Assets shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or businessSeller and/or the Purchased Assets, and Buyer shall have received a certificate of Seller, signed by the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate President of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxesSeller, and isa certificate of Xxxxxxx, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, each dated the Closing Date, in form and substance satisfactory to Buyer and its counselboth such effects. (F) Buyer 7.1.3 Seller shall have obtained all authorizations, consents, waivers and approvals as may be required in connection with the consent assignment of those Contracts to be assigned to Buyer pursuant hereto upon terms acceptable to Buyer in its shareholders authorizing this sole discretion. 7.1.4 Seller shall have executed and delivered the Xxxx of Sale, Assignment and Assumption Agreement and such other bills of sale, deeds, instruments of assignment and other appropriate documents as may be requested by Buyer in order to carry out the transactions contemplated herein intentions and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Datepurposes hereof. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.1.1. All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto other Transaction Documents shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its their part required to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. 5.1.2. Seller shall have delivered to Buyer a Certificate of its corporatee Secretary certifying: (Ba) Resolutions of its Board of Directors authorizing execution and delivery of this Agreement and the other Transaction Documents and the performance of all Transactions; and (b) The incumbency of its officers executing this Agreement and all other Transaction Documents executed on Seller's behalf. 5.1.3. There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business condition or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders 5.1.4. Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation Nevada certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders 5.1.5. Seller shall have delivered the written resignations, effective on the Closing Date, of all members of the Board of Directors and all officers of the Company, and shall have caused all persons who have been designated by Buyer to be duly elected as directors and officers of the Company. 5.1.6. Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.free

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Asset shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) : All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (BA) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanyAsset, and the Company Asset shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (CB) Founders Seller shall have delivered to Buyer a Certificate evidence, satisfactory to the Buyer in the sole and exclusive judgment of Buyer, of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation Asset’s certifying as of a date reasonably close to the Closing Date that the Company Asset has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporationbusiness. (DC) Shareholders Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares Asset to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (GD) Neither any investigation of the Company Asset by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company Asset or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HE) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IF) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JG) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) . As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the CompanyAsset.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares and the Warrant shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (Aa) All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Date and Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect. (Bb) Seller shall have completed the actions referenced in Sections 2.4(a) of this Agreement to the satisfaction of Buyer, and Seller shall have performed in all material respects all of its covenants and agreements under this Agreement and the other Closing Documents prior to the Closing Date. (c) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanySeller, and the Company Seller shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (Cd) Founders Seller shall have delivered to Buyer Buyer: (i) copies of all instruments, agreements, certificates and other documents referenced in the Schedules; (ii) evidence of all necessary corporate action of Seller to authorize and approve the execution, delivery and performance of the Closing Documents by Seller and all other documents and agreements contemplated thereby and the consummation of the transactions contemplated thereby; (iii) a Certificate certificate of incumbency of its officers executing the Closing Documents; (iv) a certificate of good standing from the office of the Secretary of State of California and the department of taxation for each jurisdiction in which Seller is required to qualify to do business or file a Tax Return; and (or v) such other authorized officer) documents as Buyer may reasonably request in connection with the consummation of the Company's jurisdiction of incorporation certifying as of a date reasonably close to transactions contemplated at the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporationClosing. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (Ee) Buyer shall have received from Seller's counsel for opinion with respect to the Companymatters set forth in Exhibit C attached hereto, an opinionaddressed to Buyer, dated the Closing Date, Date and in form and substance satisfactory to Buyer and its counselBuyer. (Ff) Buyer Seller shall have obtained all government consents, if any, necessary to allow the consent transaction to be completed. (g) No action or proceeding before any court or government body will be pending wherein a judgment, decree or order would prevent any of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed hereby or cause such Information Statement transactions to its shareholders at least 20 days prior to the Closing Datebe declared unlawful or rescinded. (Gh) Neither any investigation All proceedings to be taken by Seller in connection with the consummation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way Closing on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval Closing Date and the other transactions contemplated hereby and all consents from third parties and governmental agencies documents required to consummate be delivered by Seller in connection with the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on reasonably satisfactory in form and substance to Buyer. (Ki) As The management team of the Closing, there Seller shall have entered into employment and non-competition agreements and invention assignments and proprietary information agreements acceptable to Buyer. (j) Seller shall have delivered a certificate to Buyer certifying that all conditions set forth in this Section 3.1 have been satisfied (except to the extent waived by Buyer in writing). Any condition specified in this Section 3.1 may be waived by Buyer provided that no material adverse change such waiver will be effective unless it is set forth in the amount of issued and outstanding common stock of the Companywriting executed by Buyer.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: 6.1.1. (ARESERVED) 6.1.2. Seller shall have delivered to Buyer a Certificate of its corporate Secretary certifying: (a) All representations Resolutions of its sole Director authorizing execution and warranties delivery of Founders contained in this Agreement and the Schedules hereto shall be performance of all transactions contemplated hereby (the "Transactions"); (b) That the representation and warranty of Seller contained in Section 2 of this Agreement is true and correct at and as of the Closing Date, Shareholders shall have performed ; and (c) The incumbency of its officers executing this Agreement and all agreements other documents and covenants and satisfied all conditions instruments executed on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effectSeller's behalf. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders 6.1.3. Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of certificate representing the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust companyBuyer), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated 6.1.4. As of the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby Transactions shall have been obtained. (I) No 6.1.5. As of the Closing Date, no suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated herebyTransactions or which could reasonably be expected to adversely affect the ability of Buyer to consummate such Transactions. (J) 6.1.6. As of the ClosingClosing Date, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein Transactions or any of them not be consummated as so provided provided, or imposing any material conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on such Transactions by Buyer. (K) As 6.1.7. Seller shall have executed and delivered to Buyer a release in favor of Buyer and the Company, in the form attached as Exhibit A. 6.1.8. The closing of the Closing, there shall have been no material adverse change in the amount of issued purchase and outstanding common stock sale of the CompanyDell Shares under the Dell Agreement shall occur simultaneously with the Closing hereunder.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (Aa) All representations and warranties of Founders the Company contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders the Company shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Company dated the Closing Date to such effect. (Bb) There shall have been no material adverse change since the date of the Unaudited Year End Balance Sheet Sheets in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Company dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (Gc) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on which materially impairs the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (Id) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (Je) As of the ClosingClosing Date, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyerthe Company. (Kf) As of the Closing, there The Company shall have been no material adverse change delivered to Buyer audited financial statements and unaudited pro forma financial information in accordance with the amount requirements of issued Rule 8-04 of Regulation S-X to be used by the Buyer in its filings with the U.S. Securities and outstanding common stock Exchange Commission; (g) The Company shall deliver to the Buyer non-disclosure agreements and non-compete agreements signed by the Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxx, the principal shareholders of the Company, in the form attached hereto as Exhibit “A” (Nondisclosure/Non- circumvention Agreement”); (h) Except for the options held by Xxxxxx Xxxxxx (as described above in Paragraph 2(d)), the Company shall have delivered to the Buyer written evidence that all outstanding options have been relinquished or otherwise terminated; and (i) The Company shall have delivered to the Buyer written evidence that no shareholder has exercised dissenters rights (appraisal rights) under Idaho Code §§ 30-1-1301 through 30-1-1331.

Buyer's Conditions of Closing. The obligation obligations of Buyer to purchase and pay for consummate the Company Shares shall be transactions contemplated by this Agreement, unless waived by Buyer, are subject to and conditioned upon the satisfaction (fulfillment on or waiver by Buyer) at before the Closing of each of the following conditions: (Aa) Seller shall each have complied in all material respects with all of its covenants and agreements contained herein to be performed at or prior to the Closing, and all of Seller's representations and warranties contained in Article 3 shall have been accurate in all material respects when made. All such representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto herein shall be true and correct accurate in all material respects at and as of the Closing Date, Shareholders shall have performed all agreements with the same effect as though such representations and covenants warranties had been made at and satisfied all conditions on its part to be performed as of the Closing except for representations and warranties that speak as of a specific date or satisfied by time other than the Closing Date pursuant to the terms (which need only be accurate in all material respects as of this Agreement, and such date or time); (b) Buyer shall have received a certificate of the Founders Seller, dated as of the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer, signed by an appropriate officer of Seller, certifying that the conditions set forth in paragraph (a) have been fulfilled and including one certified copy of the resolutions of Seller's Board of Directors evidencing the authorizations set forth in Article 3.2 hereof; (c) Seller shall have executed and delivered to Buyer the Transitional Services Agreement; (d) No injunction or restraining order or other order shall be in effect forbidding or enjoining transfer of the Assets; (e) No statute, rule or regulation shall have been enacted by any U.S. government or governmental entity or agency making it illegal to transfer the Assets; (f) No material adverse change shall have occurred in the Assets to be delivered at the Closing, provided that no action taken to comply with Article 5.1(xii), contemplated by Article 5.18 or set forth on Schedule 5.1 hereto shall ------------ constitute a material adverse change for purposes of this clause (f); (g) Seller shall have satisfied its obligations pursuant to Article S.4(c); (h) Seller, where appropriate, shall have delivered or caused to be delivered to Buyer: (i) the title deeds to each of the Owned Properties; (ii) bills of sale, assignments, deeds and its counselother instruments of conveyance (except that such documents relating to the transfer of any assets of Non-U.S. Subsidiaries shall be in accordance with the applicable Subsidiary Agreement and local law); and (iii) subject to the express terms of this Agreement, such assignments of trademarks and patents and other intellectual property and such other assignments as Buyer may reasonably require to vest in Buyer Sellers, rights, titles, and interests in the Assets and permit Buyer to enter into and take possession of the Business and such Assets. (Fi) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement financing proceeds on terms substantially consistent with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as terms contemplated by the Financing Documentation or otherwise reasonably acceptable to Buyer; provided that this Agreement, condition shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required be deemed to consummate the transactions contemplated hereby shall have been obtainedsatisfied if Buyer shall not have complied with its covenant under Article 5.12. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Stock shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (Ai) All representations and warranties of Founders the Company contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Date and the Company shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect. (Bii) There shall have been no material adverse change since the date of the Unaudited Balance Sheet Financial Statements in the financial condition, business or affairs of the Company, Company and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (Giii) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on which materially impairs the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (Iiv) No suit, action, investigation, inquiry or other proceeding by any governmental body Government Authority or other person Person or legal or administrative proceeding shall have been instituted or threatened against the Company which questions the validity or legality of the transactions contemplated hereby. (Jv) As of the ClosingClosing Date, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyerthe Company. (Kvi) As of the Closing, there The Company shall have been no material adverse change delivered to Buyer audited financial statements and unaudited pro forma financial information in accordance with the amount requirements of issued Rule 8-04 of Regulation S-X to be used by the Buyer in its filings with the U.S. Securities and outstanding common stock of the CompanyExchange Commission.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (Aa) All representations and warranties of Founders the Selling Stockholders contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders the Selling Stockholders shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Selling Stockholders dated the Closing Date to such effect. (Bb) There shall have been no material adverse change since the date of the Unaudited Most Recent Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Selling Stockholders dated the Closing Date to such effect. (Cc) Founders The Selling Stockholders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction state of incorporation of the Company and any other States, if any, listed on Schedule 4(a) certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (Dd) Shareholders The Selling Stockholders shall have delivered his written resignation, effective on the Closing Date, as a member of the Board of Directors, officer or employee of the Company, as appropriate. (e) The Selling Stockholders shall have delivered to Buyer certificates and other instruments representing all Company Sharesthe Shares to be purchased by Buyer, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company)powers, together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (Ef) Quaintance and Stalder shaxx xxxx xxecutex xxx xelivered to Buyer a Consulting and Non-Competition Agreement in the form attached hereto as Exhibit C and a Subscription Agreement in the form attached hereto as Exhibit A. (g) The Selling Stockholders shall have executed and delivered to Buyer a release of (i) any and all claims that the Selling Stockholders may have to any profits of the Company for any period prior to the Closing Date and (ii) any and all claims the Selling Stockholders may have against the Company for services provided to Company for any period prior to the Closing Date. (h) Buyer shall have received from counsel for the CompanySelling Stockholders, an opinion, opinion dated the Closing Date, in the form and substance satisfactory to Buyer and its counsel.attached hereto as Exhibit D. (Fi) Buyer shall have obtained received from the consent Selling Stockholders all of its shareholders authorizing this Agreement the reasonable items required by the Selling Stockholders to conduct a thorough due diligence review of the Company, and the transactions contemplated herein and Buyer shall have filed an Information Statement be satisfied in all respects with the Securities and Exchange Commission and distributed such Information Statement to results of said review in its shareholders at least 20 days prior to the Closing Date.sole discretion; (Gj) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (Hk) The Selling Stockholders shall have delivered to Buyer the approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtainedhereby, including, without limitation, those consents listed on Schedule 4(k) hereto. (Il) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (Jm) As of the ClosingClosing Date, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyerthe Company. (Kn) As of the Closing, there The Selling Stockholders shall have been no material adverse change delivered to Buyer such unaudited financial statements and other information in customary form as shall be reasonably required by Buyer, its independent public accountants, The Securities Act of 1933, as amended, the amount Securities Exchange Act of issued 1934, as amended, and outstanding common stock of the Companyrules and regulations promulgated by the Securities and Exchange Commission pursuant to said statutes.

Buyer's Conditions of Closing. The obligation obligations of Buyer to purchase and pay for the Company Acquired Shares shall be subject to and conditioned upon upon, at Buyer's option, the satisfaction (or waiver by Buyer) at the Closing (or prior thereto, to the extent provided below) of each of the following conditions: (A) 6.1.1 All representations and warranties of Founders Sellers contained in this Agreement and the Schedules hereto herein shall be true and correct in all material respects at and as of the Closing Date, Shareholders Date with the same effect as though made as of the Closing Date and the Company and Sellers shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreementhereof, and Buyer shall have received a certificate certificates of the Founders Sellers, dated the Closing Date Date, to both such effecteffects. (B) There 6.1.2 As of the Closing, there shall have been no material adverse change since the date of the Unaudited Balance Sheet Date in the financial condition, business or affairs of the CompanyCompany or any Subsidiary, and neither the Company nor any Subsidiary shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Sellers, dated the Closing Date Date, to such effect. (C) Founders 6.1.3 Sellers shall have delivered to Buyer a Certificate the written resignations, effective on the Closing Date, of all members of the Secretary Board of State (or other authorized officer) Directors and all officers of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporationits Subsidiaries. (D) Shareholders 6.1.4 Sellers shall have delivered to Buyer certificates and other instruments representing all Company Acquired Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust companyBuyer), together with all other documents necessary or appropriate to validly transfer the Company Acquired Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claimsEncumbrances. (E) 6.1.5 Buyer shall have received from Xxxxxxxx Xxxxxx LLP, counsel for the CompanySellers, an opinion, dated the Closing Date, in form and substance opinion reasonably satisfactory to Buyer and its counselBuyer. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) 6.1.6 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtainedobtained (including, without limitation, Bank of America, N.A.). (I) 6.1.7 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there 6.1.8 There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there 6.1.9 Sellers shall have been no material adverse change in delivered to Buyer a certificate, dated the amount of issued and outstanding common stock Closing Date, of the Company's corporate secretary certifying: (i) resolutions of the Company's Board of Directors approving and adopting this Agreement and all transactions contemplated hereby and authorizing the Company's execution of this Agreement and the execution, performance and delivery by the Company of all agreements, documents and transactions contemplated hereby; and (ii) the incumbency of the Company's officers executing this Agreement and all agreements and documents contemplated hereby. 6.1.10 Buyer shall have completed an investigation of the business, contracts, legal documents, assets and financial books and records of the Company and its Subsidiaries, and Buyer shall be satisfied in its sole and absolute discretion with the results thereof, provided that the condition shall expire September 30, 2001 if not previously invoked by Buyer. 6.1.11 GL shall have executed and delivered an Employment and Noncompetition Agreement in the form attached hereto as Exhibit ------- D ("GL Employment Agreement"). - ----------------------- 6.1.12 Xxxx Xxxxxxx and Xxxxx Xxxxxx shall have executed and delivered an Employment and Noncompetition Agreement in the form attached hereto as Exhibit E (the "Other Employment Agreements"). --------- ---------------------------

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Purchased Assets and to assume the specified liabilities and obligations set forth herein shall be subject to and conditioned upon upon, at Buyer's option, the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 7.1.1 The holders of shares of the issued and outstanding capital stock of Seller shall have duly adopted and approved this Agreement and all transactions contemplated hereby in accordance with the requirements of Delaware law and the certificate of incorporation and by-laws, as amended to the date hereof, of Seller. 7.1.2 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto herein shall be true and correct at and as of the Closing Date, Shareholders Date with the same effect as though made as of the Closing Date (except for the failure of any such representation or warranty to be true and correct at and as of the Closing Date resulting from a reduction in Seller's sales to current distributors or other material changes in the relationship or business conduct between Seller and its current distributors) and Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreementhereof, and Buyer shall have received a certificate of the Founders Seller, signed by an authorized officer of Seller and dated the Closing Date Date, to both such effecteffects. (B) There 7.1.3 As of the Closing, there shall have been no material adverse change since the date of the Unaudited Balance Sheet July 31, 1998 in the financial condition, business or affairs of the CompanyBusiness and/or the Purchased Assets (except for any such change resulting from a reduction in Seller's sales to current distributors or other material changes in the relationship or business conduct between Seller and its current distributors), and the Company Business and/or the Purchased Assets shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or businessthe Business and/or the Purchased Assets, and Buyer shall have received a certificate of Seller, signed by the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate President of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees Seller and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, to both such effects. 7.1.4 Seller shall have obtained all authorizations, consents, waivers, estoppel certificates and approvals as may be required in connection with the assignment of the Leases and of those Contracts to be assigned to Buyer pursuant hereto upon terms acceptable to Buyer in its sole discretion. 7.1.5 The Encumbrances reflected in Schedule 3.12 and Schedule 6.15 hereof shall have been cured, removed, discharged, released or terminated pursuant to documents in form and substance satisfactory reasonably acceptable to Buyer and its counsel. (F) Buyer 7.1.6 Seller shall have obtained executed and delivered to Buyer (i) the consent Bxxx of Sale, Assignment and Assumption Agreement, (ii) a special warranty deed in form and content reasonably satisfactory to Buyer relating to each tract of the Owned Real Property, and (iii) and such other bills of sale, deeds, instruments of assignment and other appropriate documents as may be reasonably requested by Buyer in order to carry out the intentions and purposes hereof. 7.1.7 Seller shall have delivered or caused to be delivered to Buyer an Owners Title Policy for each tract of the Owned Real Property in accordance with Section 6.15.4 hereof. 7.1.8 Seller shall have delivered to Buyer a certificate, dated the Closing Date, of Seller's corporate Secretary certifying: (i) Resolutions of its shareholders authorizing Board of Directors approving and adopting this Agreement and the all transactions contemplated herein hereby and shall have filed an Information Statement with the Securities authorizing Seller's execution, performance and Exchange Commission delivery of this Agreement and distributed such Information Statement to all agreements, documents and transactions contemplated hereby; and (ii) The incumbency of its shareholders at least 20 days prior to the Closing Dateofficers executing this Agreement and all agreements and documents contemplated hereby. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) 7.1.9 The approval approvals and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtainedobtained (including, without limitation, all approvals for transfer of any air permits relating to facilities utilized by the Business). (I) 7.1.10 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding regulatory authority shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there 7.1.11 There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As 7.1.12 Buyer shall have received from Axxxx & Hxxxxx LLP, counsel for Seller, an opinion, dated as of the ClosingClosing Date, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Companyform attached hereto as Exhibit "B".

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Assets and to assume the liabilities and obligations set forth herein shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.1.1 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Date and Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders an authorized officer of Seller dated the Closing Date to such effect. (B) 5.1.2 There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanySeller, and the Company Seller shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders principal financial officer of Seller dated the Closing Date to such effect. (C) Founders 5.1.3 Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officerpublic official) of the CompanySeller's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company Seller has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders 5.1.4 Seller shall have obtained all authorizations, consents, waivers and approvals as may be required in connection with the assignment of those contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments to be assigned to Buyer pursuant to this Agreement. 5.1.5 Seller shall have executed and delivered the Bill of Sale, Assignmexx xnd Assumption Agreement to Buyer. 5.1.6 Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor a certificate of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims.its corporate Secretary certifying: (Ea) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent Resolutions of its shareholders stockholders and Board of Directors authorizing execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated herein hereby; and (b) The incumbency of its officers executing this Agreement and shall have filed an Information Statement with the Securities all agreements and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Datedocuments contemplated hereby. (G) 5.1.7 Neither any investigation of the Company Seller by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company Seller or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) 5.1.8 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) 5.1.9 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) 5.1.10 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders Shareholders contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Shareholders dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (GC) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HD) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IE) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JF) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (KG) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer -------------------------------- to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties of Founders Shareholders contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Shareholders dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Audited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders Shareholders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the CompanyCompany and its Shareholders, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Project shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) : All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (BA) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanyProject, and the Company Project shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (CB) Founders Seller shall have delivered to Buyer a Certificate evidence, satisfactory to the Buyer in the sole and exclusive judgment of Buyer, of the Secretary of State (or other authorized officer) of the CompanyProject's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company Project has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation.business. Page 13 – Sayab Wind Asset Purchase Agreement (DC) Shareholders Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares Project to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (GD) Neither any investigation of the Company Project by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company Project or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (HE) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (IF) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (JG) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) . As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the CompanyProject.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Assets and to assume the specified liabilities and obligations set forth herein shall be subject to and conditioned upon upon, at Buyer’s option, the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) A. Seller’s Board of Directors and stockholders shall have duly adopted and approved this Agreement and all transactions contemplated hereby in accordance with the requirements of Delaware law and the articles/certificate of incorporation and by-laws, as amended to the date hereof, of Seller. B. All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto herein shall be true and correct at and as of the Closing Date, Shareholders Date and Seller shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreementhereof, and Buyer shall have received a certificate each in all material respects. C. As of the Founders dated the Closing Date to such effect. (B) There Closing, there shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanySeller or any Affiliate, and the Company neither Seller nor any Affiliate shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially that substantially affects the value of its their respective assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller, signed by its principal financial officer and dated the Closing Date Date, to such effect. (C) Founders D. Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officerpublic official) of the Company's Seller’s and each Affiliate’s respective jurisdiction of incorporation (and each other jurisdiction listed in Schedule 2.5 hereof) certifying as of a date reasonably close to the Closing Date that Seller or such Affiliate, as the Company case may be, has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic or foreign corporation, as the case may be. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer E. Seller shall have obtained all authorizations, consents, waivers and approvals as may be required in connection with the consent assignment of its shareholders authorizing this Agreement those contracts, agreements, licenses, leases, sales orders, purchase orders and the transactions contemplated herein and other commitments to be assigned to Buyer pursuant hereto. F Seller shall have filed an Information Statement with executed and delivered the Securities Xxxx of Sale, Assignment and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing DateAssumption Agreement. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.1.1 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct in all material respects at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants in all material respects and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. 5.1.2 Except as otherwise disclosed in the disclosure schedules to this Agreement (B) There in the form delivered as of the date of this Agreement), there shall have been no material adverse change since the date of the Unaudited Interim Company Balance Sheet in the financial condition, business or affairs of the Company, Company and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (C) Founders 5.1.3 Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction State of incorporation Texas certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders 5.1.4 Seller shall have delivered the written resignations, effective on the Closing Date, of all members of the Board of Directors and all officers of Company. 5.1.5 Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company)powers, together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claimsEncumbrances. (Ea) Buyer Seller shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory delivered to Buyer and a certificate of its counsel.corporate Secretary certifying: (Fi) Buyer shall have obtained the consent Resolutions of its shareholders Board of Directors authorizing execution, performance and delivery of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated herein hereby; and (ii) The incumbency of its officers executing this Agreement and shall have filed an Information Statement with the Securities all agreements and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Datedocuments contemplated hereby. (Gb) Neither any investigation The Secretary of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document shall have delivered to Buyer a certificate certifying that the Articles of Incorporation and Bylaws of Company attached to such certificate are complete and correct and in effect as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospectsdate of such certification. (H) 5.1.8 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby set forth on Schedule 5.1.8 hereto shall have been obtained.. -------------- (I) 5.1.9 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on would prevent the consummation of the transactions contemplated herebyby this Agreement, which is unduly burdensome on Buyerdeclare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.1.1 All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) 5.1.2 There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident accident, or other calamity which materially substantially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller dated the Closing Date to such effect. (C) Founders 5.1.3 Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders 5.1.4 Seller shall have delivered to Buyer certificates and other instruments representing all of the Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances encumbrances, and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) 5.1.5 Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent contingent, or otherwise), reserves, business, operations operations, or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) 5.1.6 No suit, action, investigation, inquiry inquiry, or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) 5.1.7 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order order, or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company UMSI Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) 5.2.1. All representations and warranties of Founders Seller and UMSI contained in this Agreement and the Schedules hereto other Transaction Documents shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part required to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders 5.2.2. Seller shall have delivered to Buyer a Certificate certificates of each of Seller's and UMSI's corporate Secretary certifying: (i) Resolutions of its Board of Directors authorizing execution and delivery of this Agreement and the other Transaction Documents and the performance of all Transactions; and (ii) The incumbency of its officers executing this Agreement and all other Transaction Documents executed 42 24 on Seller's behalf. 5.2.3. Seller shall have delivered to Buyer certificates of the Secretary of State (or other authorized officer) of Delaware and the Company's jurisdiction of incorporation Virginia Corporation Commission certifying as of a date reasonably close to the Closing Date that the Company each of Seller and UMSI, respectively, has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders 5.2.4. Seller shall have delivered the stock and minute book of UMSI and the written resignations, effective on the Closing Date, of all members of the Board of Directors and all officers of UMSI, and shall have caused all persons who have been designated by Buyer to be duly elected as directors and officers of UMSI. 5.2.5. Seller shall have delivered to Buyer certificates and other instruments representing all Company Sharesthe UMSI Shares issued and outstanding, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust companyBuyer), together with all other documents necessary or appropriate to validly transfer the Company UMSI Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claimsLiens. (E) Buyer 5.2.6. There shall not have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (G) Neither occurred any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (J) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount business, client relations, operations, properties, prospects, assets or condition of issued UMSI, and outstanding common stock of the Companyno event shall have occurred or circumstance shall exist that has specific application to UMSI (other than general economic or industry conditions) that could reasonably be expected to result in such a material adverse change.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Assets and to assume the specified liabilities and obligations set forth herein shall be subject to and conditioned upon upon, at Buyer’s option, the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) a. The Stockholders shall have duly adopted and approved this Agreement and all transactions contemplated hereby in accordance with the requirements of Kansas law and the articles/certificate of incorporation and by-laws, as amended to the date hereof, of Seller. b. All representations and warranties of Founders Seller and/or Stockholders contained in this Agreement and the Schedules hereto herein shall be true and correct at and as of the Closing Date, Shareholders Date and Seller and the Stockholders shall have performed all agreements and covenants and satisfied all conditions on its their part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreementhereof, and Buyer shall have received a certificate of the Founders Seller, signed by its President and dated the Closing Date Date, to both such effecteffects. (B) There c. As of the Closing, there shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the CompanySeller or any Affiliate or any Stockholder, and the Company neither Seller nor any Affiliate nor any Stockholder shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially that substantially affects the value of its their respective assets, properties or business, and Buyer shall have received a certificate of the Shareholders Seller, signed by its principal financial officer and dated the Closing Date Date, to such effect. (C) Founders d. Seller shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officerpublic official) of the Company's Seller’s and each Affiliate’s respective jurisdiction of incorporation (and each other jurisdiction listed in Schedule 2.5 hereof) certifying as of a date reasonably close to the Closing Date that Seller or such Affiliate, as the Company case may be, has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic or foreign corporation, as the case may be. (D) Shareholders e. Seller shall have obtained all authorizations, consents, waivers and approvals as may be required in connection with the assignment of those contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments to be assigned to Buyer pursuant hereto. f. Seller shall have executed and delivered the Xxxx of Sale, Assignment and Assumption Agreement. g. Seller shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinioncertificate, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel.of Seller’s corporate Secretary certifying: (Fi) Buyer shall have obtained Resolutions of Seller’s Board of Directors and the consent Stockholders approving and adopting this Agreement and all transactions contemplated hereby and authorizing execution of its shareholders authorizing this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated herein hereby; and (ii) The incumbency of its officers executing this Agreement and shall have filed an Information Statement with the Securities all agreements and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Datedocuments contemplated hereby. (G) Neither any investigation of the Company by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole h. All approvals and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (H) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (I) i. No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which that questions the validity or legality of the transactions contemplated hereby. (J) j. As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As k. The Board of the Closing, there Directors of Buyer shall have been no material adverse change in approved the amount of issued and outstanding common stock of the Companytransaction. l. Buyer shall have completed its due diligence investigation to its satisfaction.

Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares Assets shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (Aa) All representations and warranties of Founders Seller contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders Seller shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders Seller dated the Closing Date to such effect. (Bb) There Seller shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, fully executed and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect. (C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (any and all documents or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation. (D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer and or assign the Company Shares Assets to Buyer including but not limited to any filings required by the United States Patent and Trademark Office to transfer, assign or xxxxx the Assets free and clear of all security interests, liens, encumbrances and adverse claims. (E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel. (F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its shareholders at least 20 days prior to the Closing Date. (Gc) Neither any investigation of the Company Assets by Buyer, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospectsAssets. (Hd) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (Ie) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (Jf) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. (K) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company.