Common use of Conditions Precedent to Closing by Purchaser Clause in Contracts

Conditions Precedent to Closing by Purchaser. The obligations hereunder of Purchaser to purchase and acquire the Shares are subject to the satisfaction of each of the following conditions at or prior to the Closing unless waived by Purchaser in writing: 1.4.1 The representations and warranties of the Company and Angeles Acquisition contained in this Agreement shall be true in all material respects, on the Closing Date, as if originally made on such date. 1.4.2 The Company and Angeles Acquisition shall have performed and complied in all material respects with the agreements and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing. (a) No statute, rule or regulation shall have been enacted or promulgated, and no order, decree, writ or injunction shall have been issued and shall remain in effect, by any court or governmental or regulatory body, agency or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or challenges the validity of the Business Combination (as defined below), and (b) no action, suit or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, with respect to the transactions contemplated hereby or the Business Combination or with respect to the Company or Angeles Acquisition which would have a material adverse effect on the transactions contemplated hereby or on the business of the Company or any of its direct or indirect subsidiaries. 1.4.4 One or more certificates duly issued by the Company in the name of Purchaser, evidencing ownership of the Shares by Purchaser, shall have been dated as of the Closing Date and delivered to Purchaser at the Closing. 1.4.5 Purchaser shall have received the following documents from the Company, in form and content satisfactory to Purchaser: (a) Certified copies of the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of this Agreement and the agreements referred to elsewhere in this Agreement, the issuance of the Shares to Purchaser and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, to the effect that such authorization remains in full force and effect as of such date. (b) A certificate of the President and the Secretary of the Company, dated the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Section 2.1 hereof are true and correct in all material respects as of such date and (ii) the Company has performed and complied in all material respects with the agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Certified copies of the Resolutions of the Board of Directors of Angeles Acquisition unanimously authorizing the execution and performance by Angeles Acquisition of this Agreement and the agreements referred to elsewhere in this Agreement and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of Angeles Acquisition, dated the Closing Date, to the effect that

Conditions Precedent to Closing by Purchaser. The obligations hereunder of Purchaser shall not be required to purchase and acquire proceed on the Shares are subject to Closing Date with the satisfaction of each of transactions contemplated by this Agreement unless the following conditions at precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing unless waived by Date; Section 9.03. Seller shall have delivered to Purchaser in writing: 1.4.1 The representations and warranties a certificate of the Company and Angeles Acquisition contained in this Agreement shall be true in all material respectsan officer of Seller, on dated the Closing Date, as if originally made on certifying to the best of the knowledge and belief of such date. 1.4.2 The Company and Angeles Acquisition shall have performed and complied officer to the accuracy in all material respects with of Seller’s representations and warranties contained herein, and to the agreements fulfillment of Seller’s covenants and covenants required conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form attached hereto as Exhibit 9.04 (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement to by the independent trustee of the ESOP; Section 9.06. Seller shall not be performed the subject of a petition for reorganization or complied with by them prior to liquidation under the Federal bankruptcy laws, or at under state insolvency laws, nor shall an assignment for the Closing.benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; (a) No statute, rule or regulation Section 9.07. A Lease Agreement shall have been enacted or promulgatedexecuted between IIT and Purchaser (“Lease Agreement”); Section 9.08. Purchaser shall have obtained (i) an equity investment of at least $24,000,000 from the ESOP, and no order(ii) a loan from a commercial bank of at least 5 years in length and on terms and conditions satisfactory to it and Seller, decree, writ such that the sum of the principal amount of the loan and the equity investment from the ESOP shall be at least $56,000,000; Section 9.09. No preliminary or permanent injunction or other order shall have been issued and shall remain in effect, by any court or by any governmental or regulatory bodyagency, agency body or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or challenges other document giving evidence that the validity Attorney General of the Business Combination (as defined below)State of Illinois disapproves, and (b) no action, suit challenges or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, reserves its rights with respect to the transactions contemplated hereby or under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of M▇▇▇▇▇▇▇▇, Will & E▇▇▇▇, counsel to Seller, addressed to Purchaser and reasonably acceptable to Purchaser; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller, in substantially the Business Combination or with respect to form attached hereto as Exhibit 9.12 (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“Rights Agreement”) in substantially the Company or Angeles Acquisition which would have a material adverse effect on the transactions contemplated hereby or on the business of the Company or any of its direct or indirect subsidiaries. 1.4.4 One or more certificates duly issued by the Company in the name of Purchaser, evidencing ownership of the Shares by Purchaserform attached hereto as Exhibit 9.13, shall have been dated as executed by and between Purchaser and Seller; Section 9.14. The parties to each of the Closing Date and delivered to Purchaser at the Closing.employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; 1.4.5 Purchaser Section 9.15. Seller shall have received a written acknowledgment and waiver from B▇▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, C. R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and B▇▇▇▇ ▇. ▇▇▇▇▇▇ by which he or she acknowledges that the following documents transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment under each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto; Section 9.16. Seller shall have received a written acknowledgment and waiver from S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by which he acknowledges that the Companytransactions contemplated by this Agreement do not entitle him to any Value Added Payment under the General Counsel Employment Agreement and waives any right to assert any such claim, in form provided that the General Counsel Employment Agreement has been assigned by Seller to, and content satisfactory assumed by, Purchaser with the consent of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇; Section 9.17. B▇▇▇▇▇ ▇▇▇▇▇ and Seller shall have executed an agreement by which B▇▇▇▇▇ ▇▇▇▇▇ forfeits his rights to Purchaser: (a) Certified copies of all amounts held by Seller for his benefit under the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of this A▇▇▇▇ Retention Agreement and the agreements referred IIT Research Institute Deferred Compensation Plan (the “Deferred Compensation Plan”) as of 5 p.m. EDT on the third business day prior to elsewhere in this Agreement, the issuance of the Shares to Purchaser and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, provided that B▇▇▇▇▇ ▇▇▇▇▇ and Purchaser shall have entered into a deferred compensation arrangement which is reasonably acceptable to B▇▇▇▇▇ ▇▇▇▇▇ and the effect that such authorization remains in full force parties hereto and effect as of such date. (b) A certificate with payment terms similar to those of the President and the Secretary of the Company, dated the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Section 2.1 hereof are true and correct in all material respects as of such date and (ii) the Company has performed and complied in all material respects with the agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Certified copies of the Resolutions of the Board of Directors of Angeles Acquisition unanimously authorizing the execution and performance by Angeles Acquisition of this Mezzanine Note Securities Purchase Agreement and the agreements referred to elsewhere in this Agreement and Mezzanine Note Warrant; Section 9.18. Neither Seller nor Purchaser shall have sent the other transactions contemplated herebya notice, together with a certificate pursuant to Section 4.04(a) or Section 4.04(b), indicating its desire to renegotiate the terms of the Secretary or Assistant Secretary of Angeles Acquisition, dated the Closing Date, to the effect thatthis Agreement.

Conditions Precedent to Closing by Purchaser. The obligations hereunder of Purchaser shall not be required to purchase and acquire proceed on the Shares are subject to Closing Date with the satisfaction of each of transactions contemplated by this Agreement unless the following conditions at precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing unless waived by Date; Section 9.03. Seller shall have delivered to Purchaser in writing: 1.4.1 The representations and warranties a certificate of the Company and Angeles Acquisition contained in this Agreement shall be true in all material respectsan officer of Seller, on dated the Closing Date, as if originally made on certifying to the best of the knowledge and belief of such date. 1.4.2 The Company and Angeles Acquisition shall have performed and complied officer to the accuracy in all material respects with of Seller’s representations and warranties contained herein, and to the agreements fulfillment of Seller’s covenants and covenants required conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form attached hereto as Exhibit 9.04 (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement to by the independent trustee of the ESOP; Section 9.06. Seller shall not be performed the subject of a petition for reorganization or complied with by them prior to liquidation under the Federal bankruptcy laws, or at under state insolvency laws, nor shall an assignment for the Closing.benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; (a) No statute, rule or regulation Section 9.07. A Lease Agreement shall have been enacted or promulgatedexecuted between IIT and Purchaser (“Lease Agreement”); Section 9.08. Purchaser shall have obtained on terms and conditions satisfactory to it and Seller a loan of at least 5 years in length and at least $26,000,000 in principal amount from a commercial bank, and no order, decree, writ an equity investment of at least $30,000,000 from the ESOP; Section 9.09. No preliminary or permanent injunction or other order shall have been issued and shall remain in effect, by any court or by any governmental or regulatory bodyagency, agency body or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or challenges other document giving evidence that the validity Attorney General of the Business Combination (as defined below)State of Illinois disapproves, and (b) no action, suit challenges or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, reserves its rights with respect to the transactions contemplated hereby or under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of M▇▇▇▇▇▇▇▇, Will & E▇▇▇▇, counsel to Seller, addressed to Purchaser and reasonably acceptable to Purchaser; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller, in substantially the Business Combination or with respect to form attached hereto as Exhibit 9.12 (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“Rights Agreement”) in substantially the Company or Angeles Acquisition which would have a material adverse effect on the transactions contemplated hereby or on the business of the Company or any of its direct or indirect subsidiaries. 1.4.4 One or more certificates duly issued by the Company in the name of Purchaser, evidencing ownership of the Shares by Purchaserform attached hereto as Exhibit 9.13, shall have been dated as executed by and between Purchaser and Seller; Section 9.14. The parties to each of the Closing Date and delivered to Purchaser at the Closing.employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; 1.4.5 Purchaser Section 9.15. Seller shall have received a written acknowledgment and waiver from B▇▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, C. R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and B▇▇▇▇ ▇. ▇▇▇▇▇▇ by which he or she acknowledges that the following documents from the Company, in form and content satisfactory to Purchaser: (a) Certified copies of the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of this Agreement and the agreements referred to elsewhere in this Agreement, the issuance of the Shares to Purchaser and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, to the effect that such authorization remains in full force and effect as of such date. (b) A certificate of the President and the Secretary of the Company, dated the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Section 2.1 hereof are true and correct in all material respects as of such date and (ii) the Company has performed and complied in all material respects with the agreements and covenants required by this Agreement do not entitle him or her to be performed or complied any Value Added Payment under each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by it prior Purchaser which is reasonably acceptable to or at the Closing. (c) Certified copies of the Resolutions of the Board of Directors of Angeles Acquisition unanimously authorizing the execution and performance by Angeles Acquisition of this Agreement such employee and the agreements referred to elsewhere in this Agreement and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of Angeles Acquisition, dated the Closing Date, to the effect thatparties hereto;

Conditions Precedent to Closing by Purchaser. The obligations hereunder of Purchaser shall not be required to purchase and acquire proceed on the Shares are subject to Closing Date with the satisfaction of each of transactions contemplated by this Agreement unless the following conditions at precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing unless waived by Date; Section 9.03. Seller shall have delivered to Purchaser in writing: 1.4.1 The representations and warranties a certificate of the Company and Angeles Acquisition contained in this Agreement shall be true in all material respectsan officer of Seller, on dated the Closing Date, as if originally made on certifying to the best of the knowledge and belief of such date. 1.4.2 The Company and Angeles Acquisition shall have performed and complied officer to the accuracy in all material respects with of Seller’s representations and warranties contained herein, and to the agreements fulfillment of Seller’s covenants and covenants required conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form to be performed attached hereto as Exhibit 9.04 (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP; Section 9.06. Seller shall not be the subject of a petition for reorganization or complied with by them prior to liquidation under the Federal bankruptcy laws, or at under state insolvency laws, nor shall an assignment for the Closing.benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; (a) No statute, rule or regulation Section 9.07. A Lease Agreement shall have been enacted or promulgatedexecuted between IIT and Purchaser, in substantially the form to be attached hereto as Exhibit 9.07, (“Lease Agreement”); Section 9.08. Purchaser shall have obtained on terms and conditions satisfactory to it and Seller a loan of at least 5 years in length and at least $26,000,000 in principal amount from a commercial bank, and no order, decree, writ an equity investment of at least $30,000,000 from the ESOP; Section 9.09. No preliminary or permanent injunction or other order shall have been issued and shall remain in effect, by any court or by any governmental or regulatory bodyagency, agency body or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or challenges other document giving evidence that the validity Attorney General of the Business Combination (as defined below)State of Illinois disapproves, and (b) no action, suit challenges or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, reserves its rights with respect to the transactions contemplated hereby or the Business Combination or with respect under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of M▇▇▇▇▇▇▇▇, Will & E▇▇▇▇, counsel to the Company or Angeles Acquisition which would have a material adverse effect on the transactions contemplated hereby or on the business of the Company or any of its direct or indirect subsidiaries. 1.4.4 One or more certificates duly issued by the Company in the name of Seller, addressed to Purchaser, evidencing ownership of in substantially the Shares form to be attached hereto as Exhibit 9.11; Section 9.12. A website linking agreement shall have executed by Purchaserand between Purchaser and Seller, in substantially the form to be attached hereto as Exhibit 9.12 (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“Rights Agreement”) in substantially the form to be attached hereto as Exhibit 9.13, shall have been dated as executed by and between Purchaser and Seller; Section 9.14. The parties to each of the Closing Date and delivered to Purchaser at the Closing.employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; 1.4.5 Purchaser Section 9.15. Seller shall have received a written acknowledgment and waiver from B▇▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, C. R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and B▇▇▇▇ ▇. ▇▇▇▇▇▇ by which he or she acknowledges that the following documents from the Company, in form and content satisfactory to Purchaser: (a) Certified copies of the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of this Agreement and the agreements referred to elsewhere in this Agreement, the issuance of the Shares to Purchaser and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, to the effect that such authorization remains in full force and effect as of such date. (b) A certificate of the President and the Secretary of the Company, dated the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Section 2.1 hereof are true and correct in all material respects as of such date and (ii) the Company has performed and complied in all material respects with the agreements and covenants required by this Agreement do not entitle him or her to be performed or complied any Value Added Payment under each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by it prior Purchaser which is reasonably acceptable to or at the Closing. (c) Certified copies of the Resolutions of the Board of Directors of Angeles Acquisition unanimously authorizing the execution and performance by Angeles Acquisition of this Agreement such employee and the agreements referred to elsewhere in this Agreement and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of Angeles Acquisition, dated the Closing Date, to the effect thatparties hereto;

Conditions Precedent to Closing by Purchaser. The obligations hereunder of Purchaser shall not be required to purchase and acquire proceed on the Shares are subject to Closing Date with the satisfaction of each of transactions contemplated by this Agreement unless the following conditions at precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the date of this Agreement and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing unless waived by Date; Section 9.03. Seller shall have delivered to Purchaser in writing: 1.4.1 The representations and warranties a certificate of the Company and Angeles Acquisition contained in this Agreement shall be true in all material respectsan officer of Seller, on dated the Closing Date, as if originally made on certifying to the best of the knowledge and belief of such date. 1.4.2 The Company and Angeles Acquisition shall have performed and complied officer to the accuracy in all material respects with of Seller’s representations and warranties contained herein, and to the agreements fulfillment of Seller’s covenants and covenants required conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee duly executed by an officer of IIT and dated the Closing Date, by which IIT guarantees the fulfillment of Seller’s indemnification obligations under Article XIV of this Agreement to be performed or complied with (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by them prior to or at the Closingindependent trustee of the ESOP. (a) No statuteSection 9.06. Seller shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, rule or regulation under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; Section 9.07. An amendment to the Lease Agreement dated December 31, 2000 between IIT and Seller shall have been enacted or promulgatedexecuted that incorporates certain portions of the Chemistry Building to the leased premises, and no orderincorporates the services currently provided in the IIT/IITRI Facilities/Security Services Agreement dated January 1, decree2001 with respect to the Chemistry Building (“Lease Agreement Amendment”); Section 9.08. Purchaser shall have obtained on terms and conditions satisfactory to it and Seller a loan of at least 5 years in length and at least $26,000,000 in principal amount from a commercial bank, writ and an equity investment of at least $30,000,000 from the ESOP; Section 9.09. No preliminary or permanent injunction or other order shall have been issued and shall remain in effect, by any court or by any governmental or regulatory bodyagency, agency body or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or challenges other document giving evidence that the validity Attorney General of the Business Combination (as defined below)State of Illinois disapproves, and (b) no action, suit challenges or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, reserves its rights with respect to the transactions contemplated hereby under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of M▇▇▇▇▇▇▇▇, Will & E▇▇▇▇, counsel to Seller, addressed to Purchaser; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller (“Linking Agreement”); Section 9.13. The Registration Rights Agreement shall have executed by and between Purchaser and Seller; Section 9.14. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; and Section 9.15. Seller shall have received a written acknowledgment and waiver from B▇▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇▇, C. R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and B▇▇▇▇ ▇. ▇▇▇▇▇▇ by which he or the Business Combination or with respect to the Company or Angeles Acquisition which would have a material adverse effect on she acknowledges that the transactions contemplated hereby or on the business of the Company or any of its direct or indirect subsidiaries. 1.4.4 One or more certificates duly issued by the Company in the name of Purchaser, evidencing ownership of the Shares by Purchaser, shall have been dated as of the Closing Date and delivered to Purchaser at the Closing. 1.4.5 Purchaser shall have received the following documents from the Company, in form and content satisfactory to Purchaser: (a) Certified copies of the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of this Agreement and the agreements referred to elsewhere in this Agreement, the issuance of the Shares to Purchaser and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, to the effect that such authorization remains in full force and effect as of such date. (b) A certificate of the President and the Secretary of the Company, dated the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Section 2.1 hereof are true and correct in all material respects as of such date and (ii) the Company has performed and complied in all material respects with the agreements and covenants required by this Agreement do not entitle him or her to be performed or complied any Value Added Payment of each respective employee’s employment agreement with by it prior Seller and waives any right to or at the Closingassert any such claim, provided that each of these employees has been granted a new incentive payment under an amended employment agreement replacing such Value Added Payment. (c) Certified copies of the Resolutions of the Board of Directors of Angeles Acquisition unanimously authorizing the execution and performance by Angeles Acquisition of this Agreement and the agreements referred to elsewhere in this Agreement and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of Angeles Acquisition, dated the Closing Date, to the effect that

Conditions Precedent to Closing by Purchaser. The As a condition to Purchaser’s obligations hereunder of Purchaser to purchase the Assets on the Closing Date: (a) Sellers shall execute and acquire the Shares are subject to the satisfaction of deliver each of the following conditions at or prior documents described in Section 8 hereof and deliver the other items set forth in Section 8 hereof. (b) Seller shall have performed Seller’s obligations with respect to the Closing unless waived by Purchaser title matters as set forth in writing:Section 3.3. 1.4.1 (c) Sellers shall not have breached Sellers’ covenants set forth in this Agreement, including, without limitation, pursuant to Section 6.4 hereof. (d) The representations and warranties of Sellers set forth herein and in the Company and Angeles Acquisition contained in this Agreement other Seller Documents shall be materially true in all material respects, on the Closing Date, as if originally made on such date. 1.4.2 The Company and Angeles Acquisition shall have performed and complied in all material respects with the agreements and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing. (a) No statute, rule or regulation shall have been enacted or promulgated, and no order, decree, writ or injunction shall have been issued and shall remain in effect, by any court or governmental or regulatory body, agency or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or challenges the validity of the Business Combination (as defined below), and (b) no action, suit or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, with respect to the transactions contemplated hereby or the Business Combination or with respect to the Company or Angeles Acquisition which would have a material adverse effect on the transactions contemplated hereby or on the business of the Company or any of its direct or indirect subsidiaries. 1.4.4 One or more certificates duly issued by the Company in the name of Purchaser, evidencing ownership of the Shares by Purchaser, shall have been dated correct as of the Closing Date Date. Failure of any Seller to deliver or perform any such items within five (5) days after written notice of such failure shall constitute a breach hereof and delivered enable Purchaser, at Purchaser’s option, to Purchaser at the Closing. 1.4.5 Purchaser shall have received the following documents from the Company, in form (A) waive such breach and content satisfactory proceed to Purchaser: (a) Certified copies Closing without reduction of the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of Purchase Price, (B) either (x) terminate this Agreement and by notice given to Sellers, whereupon the agreements referred to elsewhere in this Agreement, the issuance of the Shares entire Deposit shall be refunded to Purchaser and upon such refund, no party hereto shall have any rights or obligations hereunder except for the other transactions contemplated herebySurviving Obligations, together with a certificate of the Secretary which shall survive such termination or Assistant Secretary of the Company, dated the Closing Date, (y) terminate this Agreement as to the effect that Asset to which such authorization remains breach relates in which case, this Agreement shall continue in full force and effect as of in accordance with its terms with respect to the Assets other than such date. terminated Asset (b) A certificate of and Purchaser and Sellers shall amend or otherwise modify the President and the Secretary of the Company, dated the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Section 2.1 hereof are true and correct in all material respects as of such date and (ii) the Company has performed and complied in all material respects with the agreements and covenants required by Exhibits to this Agreement to be performed or complied with by it prior to or at reflect the Closing. (c) Certified copies removal of the Resolutions terminated Asset from this Agreement, and the Purchase Price shall be adjusted accordingly), and no party hereto shall have any rights or obligations hereunder with respect to the terminated Assets except for the Surviving Obligations; or (C) if such Seller fails to remedy such default, bring an action against such Seller to seek specific performance of such Seller’s obligations hereunder together with the cost and expense, including legal fees and court costs, in bringing said specific performance action and/or enforce its rights and remedies at law for monetary damages. To the extent that Sellers are unable to convey any or all of the Board of Directors of Angeles Acquisition unanimously authorizing the execution and performance by Angeles Acquisition of Assets to Purchaser pursuant to this Agreement on account of the failure of the condition described in Section 7.1(c) hereof, Sellers shall reimburse Purchaser, upon written request of Purchaser, for all of Purchaser’s fees, costs and expenses (including, without limitation, attorneys’ fees and expenses) incurred in connection with the agreements referred to elsewhere in this Agreement and the other transactions contemplated herebyby this Agreement, together with a certificate of the Secretary or Assistant Secretary of Angeles Acquisition, dated the Closing Date, to the effect thatwhich reimbursement obligation shall survive such termination.