Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction DocumentsSubject to Section 3.02, the obligation of the Purchaser to consummate the Closing Lenders hereunder shall be subject to the satisfactionconditions precedent that the Facility Agent shall have received on or before the Closing Date the following, at or prior each in form and substance reasonably satisfactory to the Closing, of Facility Agent: (a) each of the following conditions (any of which may be waived in whole or in part Facility Documents duly executed and delivered by the Purchaser):parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Fund, and the Collateral Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (g) below), if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) There shall not be in force any order or decreeas to its Constituent Documents, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each as to its resolutions or other action of the representations and warranties its board of the Company contained in directors or members approving this Agreement and the other Transaction Facility Documents to which the Company it is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speakstransactions contemplated thereby, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the that its representations and warranties of set forth in the Purchaser contained in this Agreement and the other Transaction Facility Documents to which the Purchaser it is a party shall be are true and correct in all material respects as of the Closing Date (except that to the representation extent such representations and warranty of the Purchaser set forth warranties expressly relate to any earlier date, in Section 3(h) hereof which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions approving the Collateral Management Agreement and the transactions contemplated thereby, including acting pursuant to this Agreement, (iii) that its representations and warranties set forth in the Collateral Management Agreement are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the covenants Secured Parties) of (i) Xxxxxxxx & Xxxxxxxx LLP, counsel to the Borrower and agreements the Collateral Manager as to corporate, securities, bankruptcy and commercial law and (ii) Xxxxx Peabody LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) evidence satisfactory to the Facility Agent that all of the Purchaser to be performed or complied with Covered Accounts are in existence; and the Account Control Agreement shall have been executed and delivered by the Purchaser Borrower, the Collateral Agent and the Custodian as Securities Intermediary and shall be in full force and effect; (j) evidence satisfactory to the Facility Agent that all Closing Date Expenses and outstanding fees and expenses of the Collateral Agent have been paid in full; (k) each of the Eligible Hedge Agreements, if any, duly executed and delivered by the parties thereto, which shall each be in full force and effect; (l) a certificate of a Responsible Officer of the Borrower, dated as of or the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing shall have been performed Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or complied with by encumbrances of any nature whatsoever except for (A) those which are being released on the Purchaser Closing Date, (B) those granted pursuant to this Agreement and the Account Control Agreement and (C) Permitted Liens; (ii) the Borrower has acquired its ownership in all material respects.such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) The Purchaser shall have paid the Purchase Price to the CompanyBorrower has not assigned, by wire transfer of immediately available funds pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to payment instructions furnished by this Agreement and the Company to the Purchaser.Account Control Agreement; (iv) The Company the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to clause (ii) of the definition of Permitted Liens) perfected security interest in the Collateral; (m) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.reasonably requested; and

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any 5.1 Conditions to the Company's Obligations. The obligations of the other Transaction Documents, the obligation of the Purchaser Company hereunder required to consummate be performed on the Closing Date shall be subject subject, at its election, to the satisfactionsatisfaction or waiver, at or prior to the Closing, of each the following conditions: (a) The representations and warranties of the following conditions Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (any of which may b) The Purchaser shall have performed all obligations and agreements, and complied with all covenants, contained in this Agreement, to be waived in whole or in part performed and complied with by the Purchaser): (i) There shall not be in force any order Purchaser at or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of prior to the Closing. (iic) Each All governmental and regulatory approvals and clearances and all third-party Consents necessary for the consummation by the Purchaser of the transactions contemplated by the Transaction Documents shall have been obtained and shall be in full force and effect. (d) The Company shall have received payment of the Purchase Price as well as payment of all costs incurred by the Company in connection with the sale of the Subject Interests.15 5.2 Conditions to Purchaser's Obligations. The obligations of the Purchaser hereunder required to be performed at the Closing shall be subject, at its election, to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall have been true and the other Transaction Documents to which the Company is a party correct when made and shall be true and correct in all material respects on and as of the Closing (except that any such representation or warranty which speaks, by its terms, Date with the same force and effect as though made on and as of a specific date or time other than the Closing, Closing Date. (b) The Company shall be true have performed all obligations and correct as of such date)agreements, and each of the covenants and agreements of the Company complied with all covenants, contained in this Agreement, to be performed or and complied with by the Company as of it at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) The There shall not exist any Lien on any assets owned by any AH Entity other than those contemplated under the Mortgage Loan Documents, the Investor Loan Documents, the Subordinated Loan Documents or any documents executed by Purchaser. (d) To the extent not already in the possession of the Purchaser or one of its Affiliates, the Company shall have delivered to the certificates and Purchaser a copy of each AH Entity's Organizational Documents, as amended through the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofClosing Date. (be) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting All governmental and regulatory approvals and clearances and all third-party Consents necessary for the consummation of the Closingtransactions contemplated by the Transaction Documents shall have been obtained and shall be in full force and effect. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iiif) The Purchaser shall have paid received delivery of the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the PurchaserStock Certificate and an executed Stock Power. (ivg) The Company Purchaser shall have received such other certificates, instruments and documents in furtherance of the documents required to be received transactions contemplated by the Company pursuant to Section 2(b)(iithis Agreement as it may reasonably request. (h) in accordance with the provisions thereofEach officer and director, if any, of each AH Entity shall have resigned.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any 7.1 Conditions to the Company's Obligations. The obligations of the other Transaction Documents, Company with respect to the obligation of the Purchaser Investors required to consummate be performed on the Closing Date shall be subject to the satisfactionsatisfaction or waiver in writing, at or prior to the Closing, of the following conditions: (a) The representations and warranties of each Investor contained in this Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the representations and warranties of such Investor which are not so qualified shall be true and correct in all material respects, in each case on and as of the following conditions date hereof and on and as of the Closing Date, as if made on and as of the Closing Date. (b) Each Investor shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Investor at or prior to the Closing Date. (c) No provision of any Applicable Law, injunction, order or decree of any Governmental Authority shall be in effect which may be waived has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) The Company shall have received from each Investor certificates representing the aggregate number of shares of Original Preferred Stock and the aggregate number of Original Warrants set forth opposite such Investor's name on Schedule A hereto concurrently with each Investor's receipt from the Company of the Notes in whole or in part an aggregate principal amount and the pro rata portion of the Cash Proceeds set forth opposite such Investor's name on Schedule A hereto. (e) Each Investor shall have executed and delivered the Term Loan Agreement. (f) Each Investor shall have executed and delivered the Amended Registration Rights Agreement. (g) Each Investor shall have executed and delivered the Termination of Stockholders' Agreement. (h) The Company shall have received the written opinion of Evercore Partners, Inc., as contemplated by the Purchaser):Section 2.2(c). (i) There The Company shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation have received letters of resignation of each of the Closingtwo directors designated by the Sandler Investors as holders of Original Preferred Stock and each of the two directors designated by the MidOcean Investor as a holder of Original Preferred Stock. (ii) 7.2 Conditions to Each Investor's Obligations. The obligations of each Investor required to be performed on the Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the other Transaction Documents to which representations and warranties of the Company is a party which are not so qualified shall be true and correct in all material respects respects, in each case on and as of the date hereof and on and as of the Closing (except that any such representation or warranty which speaks, by its termsDate, as of a specific date or time other than the Closing, shall be true if made on and correct as of such date)the Closing Date. (b) The Company shall have performed in all material respects all of its obligations and agreements, and each of the complied with covenants and agreements of the Company contained in this Agreement to be performed or and complied with by the Company as of at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) No provision of any Applicable Law, injunction, order or decree of any Governmental Authority shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) The Company shall have delivered the certificates and the other documents (if any) required to be delivered such Investor a certificate executed by it pursuant or on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (c) and (l) of this Section 2(b)(ii) in accordance with the provisions thereof7.2 has been satisfied. (be) Notwithstanding any other provision The Company shall have delivered to such Investor the certificate executed by the Secretary of this Agreement or any the Company, dated the Closing Date, as contemplated by Section 2.2(b)(vii). (f) The Company and each of the other Transaction Documentsparties thereto (other than the Investors) shall have executed and delivered the Term Loan Agreement, and such Investor shall have received evidence satisfactory to it in its sole discretion that the obligation of closing conditions under the Company to consummate Term Loan Agreement have been satisfied and the Closing transactions contemplated thereby shall be subject to consummated simultaneously with the satisfaction, at or prior to the Closing, of Exchange. (g) The Company and each of the following conditions parties thereto (any other than the Investors) shall have executed and delivered the Amended Registration Rights Agreement. (h) The Company and the each of which may be waived in whole or in part by the Company):parties thereto (other than the Investors) shall have executed and delivered the Termination of Stockholders Agreement. (i) There Such Investor shall not be in force any order or decreehave received the Opinion, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects dated as of the Closing Date Date, and addressed to such Investor in form and substance reasonably acceptable to the MidOcean Investor and the Sandler Investors. (except that the representation and warranty j) Such Investor shall have received a long-form good standing certificate of the Purchaser set forth in Section 3(h) hereof shall be true Company and correct in all respects each Subsidiary, dated as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser a date as of or prior close as practicable to the Closing Date, issued by the Secretary of State of the State of Delaware, as contemplated by Section 2.2(b)(viii). (k) Such Investor shall have received the Notes in an aggregate principal amount and the pro rata portion of the Cash Proceeds set forth opposite such Investor's name on Schedule A hereto concurrently with the Company's receipt of the certificates representing the aggregate number of shares of Original Preferred Stock and the aggregate number of Original Warrants set forth opposite such Investor's name on Schedule A hereto. (l) There shall not have occurred any event, circumstance, condition, fact, effect or other matter which has had or would reasonably be expected to have a material adverse effect (x) on the condition (financial or otherwise), business, properties, assets, liabilities, operations or results of operations of the Company and the Subsidiaries, taken as a whole or (y) on the ability of the Company and the Subsidiaries to perform on a timely basis any material obligation under this Agreement or to consummate the Exchange contemplated hereby. (m) The Private Placement shall have been performed or complied with successfully consummated by the Purchaser in all material respectsCompany on terms and conditions (including, without limitation, the issuance price of the Common Stock) satisfactory to the MidOcean Investor and the Sandler Investors. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (ivn) The Company shall have received the documents written opinion of Evercore Partners, Inc., as contemplated by Section 2.2(c). (o) All other Investors shall have elected to consummate simultaneously the transactions contemplated by this Agreement and the other Transaction Documents. (p) The Company's outstanding Senior Subordinated Debentures due 2005 shall have been repaid in full, and satisfactory evidence thereof shall have been delivered to the Investors. (q) The Company shall have delivered to such Investor evidence of the payment of all costs and expenses of such Investor required to be received reimbursed by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof8.10.

Conditions Precedent to Closing. (a) Notwithstanding A. In addition to any conditions provided in other provision provisions of this Agreement or any of Agreement, Purchaser’s obligation to purchase the other Transaction Documents, the obligation of the Purchaser to consummate the Closing Project is and shall be subject to conditioned on the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):following: (i) There shall not The due performance by Seller, in every material respect, of each and every covenant, undertaking and agreement to be performed by it hereunder and the truth, in force any order or decreeevery material respect, statute, rule or regulation of each representation and warranty made in this Agreement by any Governmental Authority restraining, enjoining or prohibiting Seller at the consummation time as of which the same is made and as of the Closing as if made on and as of the Closing. (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or That at no time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall any of the following have been performed done by or complied against or with by respect to Seller and/or Tenants: (a) the Company in all material respectscommencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. (iii) The Company shall existence of no exceptions to title or title defects which (x) are not Permitted Exceptions and (y) would have delivered a material adverse effect on Purchaser’s ownership or Purchaser’s ability to finance the certificates Project. (iv) That between the date of the execution of this Agreement and the other documents Closing, Seller shall: (if anya) required not, without first obtaining the written consent of Purchaser, enter into any contracts, agreements or leases pertaining to the Project; (b) not amend, waive any rights under, modify or terminate the Leases; (c) not convey any Intangible Property or remove from the Project any of the Personal Property; and (d) maintain and not cancel or permit cancellation of any hazard or liability insurance carried with respect to the Project or its operation. (v) The physical condition of the Project shall be delivered the same on the Closing Date as on the Effective Date, reasonable wear and tear excepted. (vi) The execution and delivery of the A&R Easement Agreement in all material respects in the form approved by it pursuant to Section 2(b)(ii) Seller, Seller’s mortgagee and Purchaser in accordance with the provisions thereofSection 7.D hereof. (bvii) Notwithstanding any other provision The Title Company is prepared to issue the Title Policy. (viii) There have been no material adverse changes in the financial condition of this Agreement CF or any Lundbeck between the Effective Date and the Closing. (ix) Seller request from each Tenant of the other Transaction DocumentsBuilding an estoppel certificate in all material respects in the form attached hereto as Exhibit L (each, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or a “Tenant Estoppel Certificate”) dated no more than thirty (30) days prior to the ClosingClosing Date and, at a minimum, shall deliver to Purchaser such estoppel certificates from CF and Lundbeck disclosing no matters having a material adverse impact on the Project. (x) Seller shall deliver to Purchaser an estoppel certificate from the Parkway North Owners’ Association, an Illinois not-for-profit corporation, in all material respects in the form attached hereto as Exhibit U (the “Association Estoppel Certificate”), disclosing no matters having a material adverse impact on the Project. B. In addition to any conditions provided in other provisions of each of this Agreement, Seller’s obligation to sell the following conditions (any of which may Project to Purchaser is and shall be waived in whole or in part by conditioned on the Company):following: (i) There shall not The due performance by Purchaser, in every material respect, of each and every covenant, undertaking and agreement to be performed by it hereunder and the truth, in force any order or decreeevery material respect, statute, rule or regulation of each representation and warranty made in this Agreement by any Governmental Authority restraining, enjoining or prohibiting Purchaser at the consummation time as of which the same is made and as of the Closing as if made on and as of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or That at no time prior to the Closing shall any of the following have been performed done by or complied against or with by respect to Purchaser: (a) the Purchaser in all material respectscommencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. (iii) The execution and delivery of the A&R Easement Agreement, the Relocation Agreement, the Master Lease and the Sublease in all material respects in the form approved by Seller, Seller’s mortgagee and Purchaser in accordance with Section 7.D hereof. C. Either party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall have paid be effective only if contained in a writing signed by such party. No such waiver shall reduce the Purchase Price to the Company, rights or remedies of a party by wire transfer reason of immediately available funds pursuant to payment instructions furnished any breach by the Company to other party (but if a condition is waived, the Purchaser. (iv) The Company shall have received party waiving the documents same may not rescind this Agreement on the basis of the failure of such waived condition). In the event that for any reason any item required to be received delivered to a party by the Company other party hereunder shall not be delivered when required, then such other party shall nevertheless remain obligated to deliver the same to the first party, and nothing (including, but not limited to, the closing of the transaction hereunder) shall be deemed a waiver by the first party of any such requirement. If any of the aforesaid conditions is not fulfilled (or waived in writing) pursuant to Section 2(b)(iithe terms of this Agreement, then the party in whose favor such condition exists may terminate this Agreement and (i) in accordance with provided the provisions thereoffailure of such condition is not due to a default by the non-terminating party under this Agreement, upon such termination, Seller and Purchaser shall be released from further obligation or liability hereunder (except for those obligations and liabilities which expressly survive such termination), and (ii) provided that such termination is not due to Purchaser’s default hereunder, the Xxxxxxx Money shall be paid to Purchaser and this Agreement shall be null and void.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligations of Purchaser to effect the transactions contemplated by this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the ClosingClosing Date, and the continued satisfaction or validity of such conditions on the Closing Date, of each all of the following conditions (conditions, any one or more of which may be waived in whole or in part by the Purchaser):: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company Seller contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct on and as of the Closing Date with the same effect as though the same had been made on and as of such date; ii) Seller shall have performed and complied in all material respects as of the Closing (except that any such representation or warranty which speaks, with all agreements and covenants required by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company this Agreement to be performed or and complied with by the Company as of or Seller prior to or on the Closing Date; and iii) On the Closing Date, there shall have been performed exist no injunction or complied with other order issued by any Governmental Authority or court of competent jurisdiction which prohibits the Company in all material respectsconsummation of the transactions contemplated under this Agreement. (iiib) The Company shall have delivered obligations of Seller to effect the certificates and the other documents (if any) required to be delivered transactions contemplated by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the ClosingClosing Date, and the continued satisfaction or validity of such conditions on the Closing Date, of each all of the following conditions (conditions, any one or more of which may be waived in whole or in part by the Company):Seller: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser Purchase contained in this Agreement and the other Transaction Documents to which the Purchaser is a party herein shall be true and correct in all material respects on and as of the Closing Date (except that with the representation same effect as though the same had been made on and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), ; ii) Purchaser shall have performed and each of the complied in all material respects with all agreements and covenants and agreements of the Purchaser required by this Agreement to be performed or and complied with by the Purchaser as of or prior to or on the Closing shall have been performed or complied with by the Purchaser in all material respects.Date; and (iii) The Purchaser On the Closing Date, there shall have paid exist no injunction or other order issued by any Governmental Authority or court of competent jurisdiction which prohibits the Purchase Price to consummation of the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchasertransactions contemplated under this Agreement. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any SECTION 7.1. Conditions to the Company's Obligations. The obligations of the other Transaction Documents, the obligation of the Company with respect to a Purchaser hereunder required to consummate be performed on the Closing Date shall be subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of each the following conditions: (a) The representations and warranties of such Purchaser contained in this Agreement shall have been true and correct when made and, in addition, shall be repeated and true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) Such Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Purchaser at or prior to the Closing Date. (c) Any applicable waiting period under the HSR Act with respect to the purchase by such Purchaser shall have expired or been terminated. SECTION 7.2. Conditions to Each Purchaser's Obligations. The obligations of a Purchaser hereunder required to be performed on the Closing Date shall be subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company contained in this Agreement (i) shall have been true and the other Transaction Documents to which the Company is a party correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects respects, in the case of clauses (A) and (B), as of the Closing (except that any such representation or warranty which speaks, by its terms, Date with the same force and effect as though made on and as of a specific date or time other than the ClosingClosing Date. (b) The Company shall have performed in all material respects all of its obligations, shall be true agreements and correct as of such date), and each of the covenants and agreements of the Company contained in this Agreement to be performed or and complied with by the Company as of at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) The Company shall have entered into the Registration Rights Agreement. (d) The Company shall have filed the Certificate of Designation with the Secretary of State of the State of Delaware. (e) Any applicable waiting period under the HSR Act with respect to the purchase by such Purchaser shall have expired or been terminated. (f) With respect to the Closing of the purchase by Microsoft, the earlier of (x) December 15, 1999, or (y) the expiration or other termination of the waiting period under the HSR Act with respect to the filing under the HSR Act by the HMTF Purchaser, shall have occurred prior to or simultaneously with such Closing; and with respect to the Closing of the purchase by DB, the purchase by the HMTF Purchaser shall have occurred prior to or simultaneously with such Closing. (g) The Company shall have delivered the certificates and the other documents (if any) required to be delivered such Purchaser a certificate executed by it pursuant or on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (e) of this Section 2(b)(ii) in accordance with the provisions thereof7.2 has been satisfied. (bh) Notwithstanding any other No provision of this Agreement any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company):Transactions. (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Such Purchaser shall have paid the Purchase Price received an opinion of counsel to the Company, by wire transfer of immediately available funds pursuant dated the Closing Date, and addressed to payment instructions furnished by the Company such Purchaser, in form and substance reasonably acceptable to the Purchaser. (ivj) The Such Purchaser shall have received certificates representing the Shares purchased by such Purchaser concurrently with the Company's receipt of the Purchase Price for such Shares. (k) with respect to the HMTF Purchaser and the Olympus Funds only, the Company shall have received delivered to the documents required to be received HMTF Purchaser and the Olympus Funds a Management Rights Agreement executed by the Company pursuant and addressed to Section 2(b)(iithe HMTF Funds and the Olympus Growth Fund III, L.P., respectively. (l) there shall not have occurred (i) any event, circumstance, condition, fact, effect or other matter which has had or could reasonably be expected to have a material adverse effect (x) on the business, assets, financial condition, prospects, or results of operations of the Company and the Subsidiaries taken as a whole or (y) on the ability of the Company and the Subsidiaries to perform on a timely basis any material obligation under this Agreement or to consummate the Issuance contemplated hereby; or (ii) any material disruption of or material adverse change in accordance with financial, banking or capital market conditions that would reasonably be expected to materially impair the provisions thereofCompany's ability to obtain financing on reasonable terms.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any SECTION 7.1. Conditions to the Company's Obligations. The obligations of the other Transaction Documents, the obligation of the Company with respect to a Purchaser hereunder required to consummate be performed on the Closing Date shall be subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of each the following conditions: (a) The representations and warranties of such Purchaser contained in this Agreement shall have been true and correct when made and, in addition, shall be repeated and true and correct in all material respects on and as of the following conditions (any Closing Date with the same force and effect as though made on and as of which may be waived in whole or in part by the Purchaser):Closing Date. (ib) There Such Purchaser shall not have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Purchaser at or prior to the Closing Date. (c) Any applicable waiting period under the HSR Act with respect to the purchase by such Purchaser shall have expired or been terminated. (d) The Company shall have obtained all necessary consents, waivers, authorizations and approvals of all Governmental Authorities and of all other Persons required in force any order connection with the execution, delivery and performance of the Equity Documents or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the ClosingIssuance. (iie) Such Purchaser shall have entered into the Registration Rights Agreement. SECTION 7.2. Conditions to Each Purchaser's Obligations. The obligations of a Purchaser hereunder required to be performed on the Closing Date shall be subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement (i) shall have been true and the other Transaction Documents to which the Company is a party correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects respects, in the case of clauses (A) and (B), as of the Closing (except that any such representation or warranty which speaks, by its terms, Date with the same force and effect as though made on and as of a specific date or time other than the ClosingClosing Date. (b) The Company shall have performed in all material respects all of its obligations, shall be true agreements and correct as of such date), and each of the covenants and agreements of the Company contained in this Agreement to be performed or and complied with by the Company as of at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) The Company shall have entered into the Registration Rights Agreement. (d) The Company shall have filed the Certificate of Designation with the Secretary of State of the State of Delaware. (e) Any applicable waiting period under the HSR Act with respect to the purchase by such Purchaser shall have expired or been terminated. (f) The Company shall have delivered the certificates and the other documents (if any) required to be delivered such Purchaser a certificate executed by it pursuant or on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (e) of this Section 2(b)(ii) in accordance with the provisions thereof7.2 has been satisfied. (bg) Notwithstanding any other No provision of this Agreement any Applicable Law, injunction, order or decree of any of the other Transaction Documents, the obligation of the Company to consummate the Closing Governmental Entity shall be subject to in effect which has the satisfaction, at effect of making the Transactions illegal or prior to the Closing, of each of the following conditions (any of which may be waived in whole shall otherwise restrain or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting prohibit the consummation of the ClosingTransactions. (iih) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Such Purchaser shall have paid the Purchase Price received an opinion of counsel to the Company, by wire transfer of immediately available funds pursuant dated the Closing Date, and addressed to payment instructions furnished by the Company such Purchaser, in form and substance reasonably acceptable to the Purchaser. (ivi) Such Purchaser shall have received certificates representing the Securities purchased by such Purchaser concurrently with the Company's receipt of the Purchase Price for such Securities. (j) The Purchaser shall have executed and caused its rights agent to execute the Rights Agreement Amendment. (k) The Company shall have received delivered to the documents required to be received HMTF Purchasers a Management Rights Agreement executed by the Company pursuant and addressed to Section 2(b)(iithe HMTF Funds. (l) There shall not have occurred (i) any event, circumstance, condition, fact, effect or other matter which has had or could reasonably be expected to have a material adverse effect (x) on the business, assets, financial condition, prospects, or results of operations of the Company and the Subsidiaries taken as a whole or (y) on the ability of the Company and the Subsidiaries to perform on a timely basis any material obligation under this Agreement or to consummate the Issuance contemplated hereby; or (ii) any material disruption of or material adverse change in accordance with financial, banking or capital market conditions that would reasonably be expected to materially impair the provisions thereofCompany's ability to obtain financing on reasonable terms.

Conditions Precedent to Closing. The effectiveness of this Agreement (which shall occur on the Closing Date) is subject to the satisfaction of the following conditions precedent as of the Closing Date on or before [—] (and if the following conditions precedent are not satisfied by such time, this Agreement shall automatically terminate): (a) Notwithstanding any each Party shall have received, in a form satisfactory to it, opinions from counsel to the other provision Party covering due authorization, execution and delivery of this the Capital Protection Documents by the other Party, in each case in form and substance reasonably satisfactory to such Party; (b) each Party shall have received, in a form satisfactory to it, copies of all Capital Protection Documents duly executed and delivered by the other Party and, where applicable, the Guarantor; (c) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the Custody Agreement duly executed by the Trust and the Custodian; (d) the Capital Protection Provider shall have received an officer’s certificate of the Fund, dated as of the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Capital Protection Provider, executed by the President or any Vice President or any Responsible Officer of the other Transaction Documents, Fund and the obligation Secretary or any Assistant Secretary on behalf of the Purchaser Fund and which certificate shall include (i) the incumbency and signature of the officers of the Fund executing any Capital Protection Document, or having authorization to consummate execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) true and complete copies of the Organizational Documents and each Prospectus of the Fund and the Organizational Documents of the Trust, certified as of the Closing shall be subject to Date as complete copies thereof by the satisfactionSecretary or an Assistant Secretary of the Fund or the Trust, at as applicable, (iii) certificates dated as of a recent date from the Secretary of State or prior to other appropriate authority, evidencing the Closing, good standing of each of the following conditions Trust and the Fund (any x) in the jurisdiction of which may its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be waived expected to have a Material Adverse Effect with respect to the Fund; (e) the Capital Protection Provider shall have received an officer’s certificate of the Adviser, dated as of the Closing Date, substantially in whole or the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in part form and substance to the Capital Protection Provider, executed by the Purchaser): President or any Vice President or any Responsible Officer of the Adviser and the Secretary or any Assistant Secretary on behalf of the Adviser and which certificate shall include (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation incumbency and signature of the Closing. officers of the Adviser executing any Capital Protection Document, or having authorization to execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) Each true and complete copies of the representations and warranties Organizational Documents of the Company contained Adviser, certified as of the Closing Date as complete copies thereof by the Secretary or an Assistant Secretary of the Adviser, (iii) certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Adviser (x) in the jurisdiction of its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect with respect to the Adviser; (f) the Fund shall have received a certificate dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by the Secretary or an Assistant Secretary of the Capital Protection Provider on behalf of the Capital Protection Provider, and which certificate shall include the incumbency and signature of the employees of the Capital Protection Provider authorized to execute on behalf of the Capital Protection Provider any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (g) the Fund shall have received, in a form satisfactory to it, a certificate, dated as of the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by a permanent representative of the Guarantor on behalf of the Guarantor, and which certificate shall include the incumbency and signature of the employees of the Guarantor authorized to execute on behalf of the Guarantor any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (h) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the resolutions, in form and substance reasonably satisfactory to the Capital Protection Provider, of the Board of Directors (or analogous body) of the Fund authorizing the execution, delivery and performance of this Agreement and the other Transaction Capital Protection Documents to which the Company it is a party party, certified on behalf of the Fund by the Secretary or an Assistant Secretary of the Fund, as of the Closing Date, which certification shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), shall be in form and substance reasonably satisfactory to the Capital Protection Provider and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (i) the Capital Protection Provider shall have received, in a form satisfactory to it, a certification that shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), stating on behalf of the Fund that as of the Closing Date: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Closing Date, as though made on and as of the Closing Date; (ii) No Fund Event or Knock-Out Event exists as of the Closing Date; (iii) No licenses, authorizations, consents or approvals as referred to in Section 4.01(n) are required as of the Closing Date or, in the case that such documents are required, that they are required and attaching copies thereof; and (iv) The Aggregate Protected Amount as of the Closing Date does not exceed the Maximum Settlement Amount; (j) the Fund shall have arranged with the Custodian for the Capital Protection Provider and the Agent to directly receive the applicable reports and information contained in Schedule II; (k) the representations and warranties made by the Fund and Capital Protection Provider, respectively, contained in ARTICLE 4 shall be true and correct in all material respects on and as of the Closing Date; (except that any such representation or warranty which speaksl) each Party shall have received, by its termsin a form satisfactory to it, as of a specific date or time all corporate and other than the Closing, shall be true and correct as of such date)proceedings, and each of all documents, instruments and other legal matters reasonably requested by such Party evidencing or confirming the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each accuracy of the representations and warranties made by the other parties hereunder or the authority of such other parties to enter into this Agreement or the other Capital Protection Document to which they are party; and (m) (i) the registration statement of the Purchaser Fund shall have been filed with the Commission and become effective, (ii) the investment policies and objectives of the Fund as described in the Prospectus contained in such registration statement and the description of the Capital Protection Provider and the Capital Protection Agreement in such Prospectus shall, in each case, be reasonably satisfactory to the Agent, and (iii) the Agent shall have determined in its reasonable discretion that any modifications to such Prospectus from the draft most recently filed with the Commission prior to the date of this Agreement do not materially change the rights of the Capital Protection Provider under, or the terms of, this Agreement. Upon receipt the satisfaction of all documentary conditions precedent and its reasonable satisfaction that all non-documentary conditions precedent have been satisfied on or before [—], each of the Fund and the Capital Protection Provider will confirm in writing to the other Transaction Documents to which that the Purchaser is a party shall be true conditions precedent have been satisfied, and correct in all material respects as of upon such written confirmation thereof from the Fund and the Capital Protection Provider on or before [—], the Closing Date (except shall occur; provided, that such confirmation shall not constitute a waiver of any non-documentary condition that was not satisfied, and the representation and warranty non-defaulting Party shall be entitled to exercise any rights it may have hereunder or under applicable Law arising out of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as failure of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectscondition. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any SECTION 7.1. Conditions to the Company's Obligations. The obligations of the other Transaction DocumentsCompany hereunder required to be performed on the Closing Date shall be subject, at the obligation election of the Purchaser to consummate the Closing shall be subject Company, to the satisfactionsatisfaction or waiver, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company each Holder contained in this Agreement shall have been true and the other Transaction Documents to which the Company is a party correct when made and, in addition, shall be repeated and true and correct in all material respects on and as of the Closing (except that any such representation or warranty which speaks, by its terms, Date with the same force and effect as though made on and as of a specific date or time other than the Closing, Closing Date. (b) Each Holder shall be true have performed in all material respects all obligations and correct as of such date)agreements, and each of the complied in all material respects with all covenants and agreements of the Company contained in this Agreement to be performed or and complied with by the Company as of such Holder at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) Any applicable waiting period under the HSR Act shall have expired or been terminated. (d) The Company shall have delivered received, on terms reasonably satisfactory to the certificates Company, Apollo Management and Blackstone, any consent or waiver necessary under the other documents (if any) required Credit Agreement to be delivered by it pursuant to Section 2(b)(ii) in accordance with permit the provisions thereofperformance of this Agreement and consummation of the Transactions. (be) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation The stockholders of the Company to consummate shall have approved the Closing Issuance as required by Applicable Law. (f) The Holders shall be subject to the satisfaction, at or prior to the Closing, of have entered into each of the following conditions Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement. (any of which may be waived in whole or in part by g) The Holders shall have delivered certificates representing their Shares to the Company):. (h) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the The concurrent consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with Exchange by the Purchaser Apollo/Blackstone Shareholders (as of or prior to defined in the Closing shall have been performed or complied with by the Purchaser in all material respectsShareholders Agreement). (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The respective obligations of this Agreement or any each of the other Transaction DocumentsCompany and the Purchasers to consummate the Closing shall be subject to the satisfaction or waiver, if permissible under applicable law, on or prior to the obligation Closing Date of the following conditions: (i) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) the Transaction shall have closed. (b) The obligations of each Purchaser to consummate the Closing shall be subject to the satisfactionsatisfaction or waiver by such Purchaser, at in its sole discretion and if permissible under applicable law, on or prior to the Closing, of each Closing Date of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There the Closing shall not be in force any order or decree, statute, rule or regulation have occurred by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.Outside Date; (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects at and as of the Closing Date; (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of iii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed performed, satisfied or complied with by the Company as of it at or prior to the Closing shall have been performed or complied with by the Company in all material respects.Date; and (iiiiv) The the Company shall have delivered a certificate of the certificates Secretary or an Assistant Secretary of the Company in form reasonably acceptable to the Purchasers with respect to the Company’s good standing in its jurisdiction of organization, its organizational documents, and its corporate authorization of the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereoftransactions contemplated hereby. (bc) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation The obligations of the Company to consummate the Closing shall be subject to the satisfactionsatisfaction or waiver by the Company, in its sole discretion and if permissible under applicable law, on or prior to the Closing Date of the following conditions: (i) all representations and warranties of the Purchasers contained in this Agreement shall be true and correct as to each Purchaser, severally and not jointly, except as would not have a material adverse effect on such Purchaser’s ability to consummate the transactions contemplated hereby; and (ii) each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the ClosingClosing Date. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. Neither Agent nor any Lender shall be obligated to make the initial Loans, or to take, fulfill, or perform any other action under this Agreement, until the following conditions have been satisfied to Agent’s complete satisfaction or waived in writing by Agent and the Lenders: (a) Notwithstanding Agent shall have received each of the documents, agreements, instruments, reports, certificates and statements set forth on the Schedule of Documents, each duly executed by the appropriate parties and in form and substance satisfactory to Agent; (b) payment by Borrower of Agent’s Fees and all other fees, costs, and expenses of closing (including reasonable fees of counsel to Agent invoiced as of the Closing Date); (c) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any other provision of court, Governmental Authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or that is related to or arises out of, this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at Loan Document or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.transactions contemplated hereby or thereby and that, in Agent’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any other Loan Document; (iid) Each Agent and each Lender shall have completed their business and legal due diligence, including a Collateral audit and field examination, with results satisfactory to Agent; (e) all of the representations and warranties of the Company contained in Borrower under this Agreement and the other Transaction Loan Documents to which the Company is a party shall be true and correct in all material respects as of at such date, except to the Closing (except that extent any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained relate to an earlier date in this Agreement which case such representations and the other Transaction Documents to which the Purchaser is a party warranties shall be remain true and correct in all material respects as of the Closing Date such earlier date (except provided that the representation foregoing materiality qualifications shall not apply to any representations and warranty of warranties that already are qualified or modified by materiality in the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such datetext thereof), and each Agent shall have received a certificate, dated as of the covenants and agreements of Closing Date, to that effect signed by an Authorized Signatory; (f) Agent shall determine that no Material Adverse Effect shall have occurred since the Purchaser most recent audited Financial Statements delivered to be performed or complied with by the Purchaser as of or Agent prior to the Closing Date; (g) Agent shall have received opinions of counsel addressed to Agent and the Lenders of (i) Winston & Xxxxxx LLP, special counsel to Borrower and (ii) Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special Maryland counsel to Borrower, each in form and substance satisfactory to Agent; (h) Agent and the Requisite Lenders shall have received and approved Borrower’s Credit Policy, which shall be consistent with those previously represented to Agent; (i) Agent shall have received evidence satisfactory to Agent either that any Person having a Lien (except for Permitted Liens) with respect to the assets of Borrower shall have released such Lien or that such Lien shall be automatically terminated upon the funding of the Loans to be made on the Closing Date; and (j) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been performed delivered, executed, or recorded and shall be in form and substance satisfactory to Agent. If any other term of any Loan Document should conflict, or appear to conflict, with this Section 2.1, the terms of this Section 2.1 shall control, and Borrower shall not have any rights under this Agreement or any other Loan Document until each of the conditions of this Section 2.1 has been complied with to Agent’s satisfaction or specifically waived in a writing by the Purchaser in all material respectsAgent. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the Each Constituent Corporation’s obligation of the Purchaser to consummate the Closing Merger and close the transactions contemplated by this Agreement shall be subject to the satisfactionsatisfaction of each of the following conditions on or prior to the Closing Date by the other Constituent Corporation, unless any such condition is specifically waived in writing by the other Constituent Corporation in whole or in part at or prior to the Closing: (a) Each Constituent Corporation shall have duly executed and delivered all documents, instruments, and certificates required to be executed and delivered by it pursuant to the provisions of this Agreement; (b) Each Constituent Corporation shall have performed or complied with each and all of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decreeobligations, statutecovenants, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date)agreements, and each of the covenants and agreements of the Company conditions required to be performed or complied with by the Company as of it on or prior to the Closing Date, except where the failure to do so has not had or would not reasonably be expected to constitute a material adverse effect on the Constituent Corporations’ ability to consummate the Merger; (c) Each Constituent Corporation shall have been performed or complied with by the Company in received all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision necessary approvals regarding its execution of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting and the consummation of the Closingtransactions contemplated hereunder, including without limitation all approvals required from its Board of Directors and members; (d) There shall have been no Material Adverse Change in the business, results of operations, prospects, condition (financial or otherwise) or assets of each Constituent Corporation. (iie) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing Constituent Corporation shall have been performed made all filings or complied recordings with by the Purchaser in all material respectsCommissioner as required under the Wisconsin Insurance Law. (iiif) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company Constituent Corporations shall have received final Commissioner approval of the Merger, this Agreement, and all other documents required and transactions contemplated hereby, and upon the Effective Time, the Commissioner will deliver a certificate of authority to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereofSurviving Corporation.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The Equity Conversion will be conditioned upon satisfaction of this Agreement or any of terms and conditions in the other Transaction DocumentsConversion Agreement, the obligation of the Purchaser to consummate the Closing shall be as provided by, consistent with, and subject to the satisfactionRestructuring Support Agreement, at including, without limitation, the following: • The Restructuring Support Agreement shall be in full force and effect as of the closing of the Equity Conversion and shall not have been amended or modified without the prior consent of the Required EFIH Unsecured Consenting Creditors in violation of the terms of the Restructuring Support Agreement; • The Bankruptcy Court shall have entered the Disclosure Statement Order, and such order shall be in full force and effect and not subject to a stay; • The Bankruptcy Court shall have entered the Confirmation Order, and such order shall be in full force and effect and not subject to a stay; • The Registration Rights Agreement shall be in form and substance reasonably satisfactory to the ClosingRequired EFIH Unsecured Consenting Creditors; • Any and all governmental and third party consents and approvals necessary in connection with the Equity Conversion and the Plan Restructuring Documents shall have been obtained and shall remain in effect; • The Private Letter Ruling shall have been obtained from the IRS; • The Plan shall have become, of each or simultaneously with the issuance of the following conditions (any of which may New Reorganized EFH Stock will become, effective; • The covenants to be waived performed by EFH and EFIH in whole or in part by the Purchaser): (i) There Conversion Agreement shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations have been performed and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct complied with in all material respects as on the closing date of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true Equity Conversion; and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) • There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed a continuing default (or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance any event which with the provisions thereofgiving of notice or lapse of time or both would be a default) under the Second Lien DIP Facility.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the The obligation of the Purchaser to consummate the Closing shall be transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each satisfaction of the following conditions (any of which may be waived in whole on or in part by before the Purchaser):Closing Date. (ia) There shall not be in force any order or decreeAll governmental filings, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting authorizations and approvals that are required for the consummation of the Closingtransactions contemplated hereby shall have been duly made and obtained on terms and conditions reasonably satisfactory to Purchaser, including all filings required by the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 of the United States of America or the EC Merger Regulation as amended or under the law of any other jurisdiction in which Purchaser or Seller does business having authority over the transactions contemplated hereby, and the waiting period, if any, required by such statutes or regulations shall have terminated or expired. (iib) Each No proceeding brought by any third party or governmental entity shall be pending or threatened which seeks any injunction, restraining order or other order which would prohibit consummation of the representations transactions contemplated hereby or materially impair the ability of Purchaser to own and warranties operate the business and the assets of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of its Subsidiaries after the Closing (except Date. particular, making all necessary filings with any applicable governmental entity and cooperating with each other in connection with such filings and any other responses to governmental entities; provided, however, that in no event shall Purchaser be obligated to consider, or consummate, any such representation sale, disposition, segregation or warranty which speaksother arrangement affecting any assets or properties owned by either Purchaser or its affiliates, by its termson the one hand, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and its Subsidiaries, on the other documents (if any) required hand, on account of the transaction contemplated herein, or any other action which would limit the freedom of Purchaser and its affiliates to own and operate their business, assets and properties as they see fit. Seller shall assist Purchaser free of charge in the pertinent procedures and, in particular, provide the necessary information on the Companies for filings to be delivered made by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation 2.1.1 The obligations of the Purchaser to consummate the Closing transactions contemplated by this Agreement shall be subject to the satisfactionfollowing conditions precedent having been satisfied or, at to the extent legally permissible, waived by the Purchaser in writing on or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):Closing Date: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the a. all representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party Seller shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be have been true and correct as of such date)the Effective Date in all material respects, and each shall be true and accurate as of the covenants Closing Date in all material respects; b. between the Effective Date and agreements the Closing Date, no material adverse change to the business, financial condition, assets, liabilities, operations, financial performance or prospects of the Company shall have occurred, and no event shall have occurred and no condition or circumstance shall exist that reasonably could be expected to give rise to any such material adverse change to the business, financial condition, assets, liabilities, operations, financial performance or prospects of the Company, regardless of whether such a change becomes known to the Purchaser subsequent to the date of this Agreement; c. Berrink Holding B.V., Toon Xxxxxxxx Beheer B.V. and Jan Wilschut Beheer B.V. shall have released the Shares from the right of pledge granted to them by the Seller under the share purchase agreement dated October 26, 2006; d. the Seller and the Company shall have performed and complied in all respects with all agreements, covenants and conditions required by this Agreement to be performed or performed, complied with or satisfied by the Seller or the Company prior to or on the Closing Date; e. the Company shall have no outstanding interest-bearing indebtedness for borrowed money on the Closing Date from parties other than its shareholders (the Loan); f. there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of or modifying in any material respects any of the transactions contemplated by this Agreement; g. neither the consummation nor the performance of any of the transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of any applicable legal requirement or order; h. since the date of this Agreement and to the Closing Date, there shall not have been commenced or threatened any proceeding relating to the Company, V.B., the Seller, Xxxxxxxx Xxxxxxxx, Xxx Xxxxxxxx, or Xxxxxx Xxxxxxxxx (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the transactions contemplated by this Agreement, (b) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement, (c) seeking to prohibit or limit in any material respect the Purchaser’s ability to hold, transfer, vote, receive dividends or otherwise exercise ownership rights with respect to the stock of the Company, (d) that could materially and adversely affect the right of the Purchaser or the Company to own the assets or operate the business of the Company (e) seeking to compel the Purchaser or the Company to dispose of or hold separate any shares of stock of the Company or any material assets as a result of any of the transactions contemplated by this Agreement; i. V.B. shall have executed with Xxxxxxxx Xxxxxxxx, the Chief Scientific Officer of V.B, an employment agreement as of the Closing Date in the form set forth in Schedule 2.1.1i; j. V.B. shall have executed with Jan Wilschut a consulting agreement as of the Closing Date substantially in the form set forth in Schedule 2.1.1j; k. the Seller shall have used reasonable endeavors to ensure that V.B. shall have executed with University Medical Centre Groningen a research agreement covering the provision of services of Tjarko Meijerhof (a laboratory technician in the employ of University Medical Centre Groningen) as of the Closing Date substantially in the form set forth in Schedule 2.1.1k; l. the review of the five (5) SOPs attached to the Disclosure letter (Schedule 3) shall have been reasonably satisfactory to the Purchaser; 2.1.2 The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the following conditions precedent having been satisfied or, to the extent legally permissible, waived by the Seller in writing on or prior to the Closing shall have been performed or complied with by the Company in all material respects.Date: (iii) a. The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any shareholders of the other Transaction Documents, Seller have validly approved the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived transactions contemplated in whole or in part by the Company):this Agreement; (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the b. all representations and warranties of the Purchaser contained in shall have been true and correct as of the date of this Agreement in all material respects, and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects accurate as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects; c. there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of or modifying in any material respects any of the transactions contemplated by this Agreement. (iii) The Purchaser shall have paid 2.1.3 As used herein, the Purchase Price term “Conditions Precedent” means the conditions to the Company, obligations of the respective Parties to consummate the transactions contemplated by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaserthis Agreement as set forth in Sections 2.1.1 and 2.1.2. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any SECTION 7.1. Conditions to the Company's Obligations Regarding the Initial Closing. The obligations of the other Transaction Documents, Company with respect to Purchaser required to be performed on the obligation of the Purchaser to consummate the Initial Closing Date shall be subject to the satisfactionsatisfaction or waiver in writing, at or prior to the Initial Closing, of the following conditions: (a) The representations and warranties of Purchaser contained in this Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the representations and warranties of Purchaser which are not so qualified shall be true and correct in all material respect, in each case on and as of the following conditions (any date hereof and on and as of which may be waived in whole or in part by the Purchaser):Initial Closing Date, as if made on and as of the Initial Closing Date. (ib) There Purchaser shall not have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants, contained in this Agreement to be performed and complied with by Purchaser at or prior to the Initial Closing Date. (c) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in force any order effect which has the effect of making the Transactions illegal or decree, statute, rule shall otherwise restrain or regulation by any Governmental Authority restraining, enjoining or prohibiting prohibit the consummation of the ClosingTransactions. (iid) Each The Company shall have received the Initial Purchase Price payable in respect of the Initial Shares concurrently with Purchaser's receipt of certificates representing the Initial Shares purchased by Purchaser. SECTION 7.2. Conditions to Purchaser's Obligations Regarding the Initial Closing. The obligations of Purchaser required to be performed on the Initial Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Initial Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the other Transaction Documents to which representations and warranties of the Company is a party which are not so qualified shall be true and correct in all material respects respects, in each case on and as of the date hereof and on and as of the Initial Closing (except that any such representation or warranty which speaks, by its termsDate, as of a specific date or time other than the Closing, shall be true if made on and correct as of such date)the Initial Closing Date. (b) The Company shall have performed in all material respects all of its obligations, agreements and each of the covenants and agreements of the Company contained in this Agreement to be performed or and complied with by the Company as of at or prior to the Initial Closing Date. (c) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) All material governmental (domestic and foreign) and third party approvals and/or consents in connection with the Initial Issuance and the other Transactions being obtained and remaining in effect, and all applicable waiting periods having expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon, the consummation of the Transactions. (e) The Company shall have filed the Certificate of Designation with the Secretary of State of the State of Delaware and the Certificate of Designation shall have been performed or complied with by the Company in all material respectsaccepted for filing. (iiif) The Company shall have delivered the certificates and the other documents (if any) required to be delivered Purchaser a certificate executed by it pursuant or on its behalf by duly authorized representative, dated the Initial Closing Date, to the effect that each of the conditions specified in paragraph (a) through (e) and (j) of this Section 2(b)(ii) in accordance with the provisions thereof7.2 has been satisfied. (bg) Notwithstanding any other provision The Company shall have executed and delivered the Registration Rights Agreement. (h) Purchaser shall have received an opinion of this Agreement or any counsel to the Company, dated the Initial Closing Date, and addressed to Purchaser, substantially to the effect set forth in the form attached hereto as Exhibit C. (i) Purchaser shall have received certificates representing the Initial Shares purchased by Purchaser concurrently with the Company's receipt of the Initial Purchase Price payable in respect of such Initial Shares. (j) Since September 30, 2000 there shall not have occurred any event, circumstance, condition, fact, effect or other Transaction Documentsmatter which has had or could reasonably be expected to have a material adverse effect (x) on the condition (financial or otherwise), business, properties, operations, results of operations or prospects of the obligation Company, HQ Global and the Subsidiaries, taken as a whole or (y) on the ability of the Company to perform on a timely basis any material obligation under this Agreement or to consummate the Initial Issuance contemplated hereby. (k) All purchases of Purchaser shall be in compliance with the Bank Holding Company Act of 1956, and all other applicable foreign and domestic banking statutes, and all regulations (including, without limitation, all regulations of the Federal Reserve Board) promulgated thereunder, in each case as amended through the closing. (l) Purchaser (or its designee) shall have received from the Company a placement fee equal to $750,000 in immediately available funds. SECTION 7.3. Conditions to Purchaser's Obligations Regarding Additional Closings. Obligations of Purchaser required to be performed on an Additional Closing Date shall be subject to the satisfactionsatisfaction or waiver in writing, at or prior to the such Additional Closing, of each the following conditions: (a) The representations and warranties of the following conditions (any of Company contained in this Agreement which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation are qualified by any Governmental Authority restraining"materiality", enjoining "material adverse effect" or prohibiting the consummation of the Closing. (ii) Each of any similar qualifier shall be true and correct in all respects and the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to Company which the Purchaser is a party are not so qualified shall be true and correct in all material respects respects, in each case on and as of the Closing Date (except that the representation date hereof and warranty of the Purchaser set forth in Section 3(h) hereof shall be true on and correct in all respects as of such date)Additional Closing Date, as if made on and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the such Additional Closing shall have been performed or complied with by the Purchaser in all material respectsDate. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (ivb) The Company shall have received the documents required performed in all material respects all of its obligations, agreements and covenants contained in this Agreement to be performed and complied with at or prior to such Additional Closing Date. (c) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) All material governmental (domestic and foreign) and third party approvals and/or consents in connection with such Additional Issuance and the other Transactions being obtained and remaining in effect, and all applicable waiting periods having expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon, the consummation of the Transactions. (e) The Company shall have delivered to Purchaser a certificate executed by it or on its behalf by duly authorized representative, dated such Additional Closing Date, to the effect that each of the conditions specified in paragraph (a) through (d) and (h) of this Section 7.3 has been satisfied. (f) Purchaser shall have received an opinion of counsel to the Company, dated such Additional Closing Date, and addressed to Purchaser, substantially to the effect set forth in the form attached hereto as Exhibit C. (g) Purchaser shall have received certificates representing the Additional Shares purchased by Purchaser concurrently with the Company's receipt of the Additional Purchase Price payable in respect of such Additional Shares. (h) Since the immediately preceding Closing Date there shall not have occurred any event, circumstance, condition, fact, effect or other matter which has had or could reasonably be expected to have a material adverse effect (x) on the condition (financial or otherwise), business, properties, operations, results of operations or prospects of the Company, HQ Global and the Subsidiaries, taken as a whole or (y) on the ability of the Company pursuant to Section 2(b)(iiperform on a timely basis any material obligation under this Agreement or to consummate the Additional Issuance contemplated hereby. (i) Neither a Triggering Event nor a Mandatory Redemption Event shall have occurred. (j) This Agreement shall not have been terminated in accordance with the provisions thereofits terms.

Conditions Precedent to Closing. SECTION 7.1. Conditions to the Company's Obligations. The obligations of the Company hereunder required to be performed on each Closing Date with respect to the Purchaser shall be subject, at its election, to the satisfaction or waiver (which waiver, if so requested by the Purchaser, shall be made in writing), at or prior to the Closing occurring on such Closing Date, of the following conditions: (a) Notwithstanding any other provision The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of such Closing Date. (b) The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants, contained in this Agreement, to be performed and complied with by the Purchaser at or prior to such Closing Date. (c) All material governmental and regulatory approvals and clearances and all third-party consents necessary for the consummation of the transactions contemplated by the Documents to occur on such Closing Date shall have been obtained and shall be in full force and effect, the consummation of such transactions does not and will not contravene any Applicable Law, except to the extent any contravention or contraventions, individually or in the aggregate, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Purchaser shall have delivered to the Company a certificate, executed by the Purchaser or on its behalf by a duly authorized representative, dated as of such Closing Date, certifying that each of the conditions specified in this Section 7.1 has been satisfied with respect to the Purchaser. (e) All documents, instruments, agreements and arrangements relating to the transactions contemplated by the Documents shall be reasonably satisfactory to the Company, shall have been executed and delivered by the parties thereto and no party to any of the foregoing (other Transaction Documents, than the obligation Company) shall have breached any of its material obligations thereunder. SECTION 7.2. Conditions to The Purchaser's Obligations. The obligations of the Purchaser hereunder required to consummate the be performed at each Closing shall be subject subject, at its election, to the satisfactionsatisfaction or waiver (which waiver, if so requested by the Company, shall be made in writing), at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true when made and correct on and as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiib) The Company shall have delivered the certificates performed in all material respects all obligations and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) agreements, and complied in accordance all material respects with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documentsall covenants, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents Documents, to which be performed and complied with by it at or prior to such Closing Date, and there shall exist no Event of Default (as defined in the Credit Agreement) under the Credit and Security Agreements. (c) The Company shall have entered into or caused to become effective such agreements and governing documents as the Purchaser is a party shall be true and correct in all material respects as may deem reasonably appropriate to effect the provisions of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date)Voting Agreement, and each of such agreements and documents shall be in full force and effect. (d) The Company's Board of Directors shall consist of not more than 11 directors. If immediately following the covenants and agreements subject Closing, the Purchaser would beneficially own securities of the Company that constitute, or if exercised, exchanged or converted into Common Stock would constitute, at least 33 1/3% of the aggregate issued and outstanding Common Stock, provided that the Purchaser has given notice to be performed the Company at least two Business Day's prior to a Closing (without duplication) of its Purchaser Nominees, the Company shall have appointed a total of six of such Purchaser Nominees (or complied with such lessor number as provided by the Purchaser) to serve as members of the Company's Board of Directors. (e) All Documents and all documents, instruments, agreements and arrangements relating to the transactions contemplated by the Documents shall be reasonably satisfactory to the Purchaser, shall have been executed and delivered by the parties thereto, be in full force and effect and no party to any of the foregoing (other than the Purchaser) shall have breached any of its material obligations thereunder. (f) (i) Since December 31, 1999, no change, occurrence or development shall have occurred, been threatened or become known to the Purchaser as that could reasonably be expected to have a Material Adverse Effect, (ii) the Purchaser shall not have become aware of any information or other matter relating to the Company (x) of which the Company (but not the Purchaser) had knowledge on or prior to the Closing date of this Agreement, (y) that, in the Purchaser's reasonable judgment, is inconsistent with any information or other matter relating to the Company disclosed to the Purchaser by the Company or any of its representatives prior to the date of this Agreement, and (z) would have been viewed by the Purchaser, in its reasonable judgment, as having materially and adversely altered the total mix of information made available to the Purchaser prior to the date of this Agreement. For purposes of this Section 7.2(f), the Company shall be deemed to have "knowledge" of a particular fact or other matter if (I) any individual who is serving, or who has at any time served, as a director, officer or management-level employee of the Company is actually aware of such fact or other matter; or (II) a prudent individual serving as a director, officer or management-level employee of the Company could be expected to discover or otherwise become aware of such fact or other matter in the diligent exercise of his or her duties in such capacity. There shall have been performed or complied no material adverse development in any pending litigation that in the reasonable good faith judgment of the board of directors of the Purchaser, after consultation with by legal counsel, could reasonably be likely to result in a material adverse judgment against the Purchaser Company resulting in all material respectsdamages (after taking into account any recoveries under available insurance) in an amount in excess of $3,000,000. (iiig) Since December 31, 1999, the business of the Company shall have been operated in compliance with all Applicable Laws, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (h) There shall be no litigation, proceeding or other action seeking an injunction or other restraining order, damages or other relief from a Governmental Authority pending or threatened which, in the reasonable judgment of the Purchaser, would materially adversely affect the consummation of the transactions contemplated by the Documents on the terms contemplated hereby and thereby and there shall be no litigation, proceeding or other action (including, without limitation, relating to environmental matters or the Benefit Plans) pending or threatened against the Company or its Subsidiaries which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) During the seven-calendar-day period ending on such Closing Date, (A) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall not have been suspended and minimum prices shall not have been established on either of such exchanges or such market by such exchange or by the Commission, and (B) a general banking moratorium shall not have been declared by Federal or New York or California authorities. (j) All registration rights agreements with the Company shall have been amended to provide that no other person will exercise any demand or piggy back registration rights without the prior written consent of the Purchaser. (k) All governmental and regulatory approvals and clearances and all third-party consents necessary for the consummation of all of the transactions contemplated by the Documents to occur on such Closing Date shall have been obtained and shall be in full force and effect, and the Purchaser shall be reasonably satisfied that the consummation of such transactions does not and will not contravene any Applicable Law, except to the extent any contravention or contraventions, individually or in the aggregate, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) The Company shall have delivered to the Purchaser a certificate, executed by it or on its behalf by a duly authorized representative, dated as of such Closing Date, certifying that each of the conditions (other than any condition the fulfillment of which is subject to the reasonable satisfaction of the Purchaser) specified in this Section 7.2 has been satisfied. (m) Sidley & Austin, counsel to the Company, shall have delivered to the Purchaser an opinion, dated such Closing Date, addressed to the Purchaser, substantially in the form attached as Exhibit J hereto. (n) The Purchaser shall have paid received delivery of the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the PurchaserSecurities as set forth hereunder. (ivo) The Company shall have received delivered to the documents required Purchaser certificates of the appropriate public officials to be received the effect that each of the Purchaser and its Subsidiaries is a validly existing corporation in good standing in its jurisdiction of organization dated not more than 5 days prior to the Closing Date. (p) The Company shall have delivered to the Purchaser a certificate of the Secretary of the Company (i) certifying that a true and correct copy of the Charter, Bylaws and all resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and each Document to which the Company is a party and authorizing the performance by the Company pursuant to Section 2(b)(iiof the transactions contemplated hereby and thereby is attached thereto and (ii) in accordance with containing the provisions thereofincumbency and specimen signature of each of the officers of the Company. (q) The Company shall have taken all necessary action so that at least two thirds of the Company's then current Board of Directors shall have approved the election of the Purchaser Nominees.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the The Closing shall be subject to the satisfaction, at or prior to the Closing, of each following conditions precedent in favour of the following conditions (any of which may be waived in whole or in part by the Purchaser):Holder: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company Owner contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects (or, in the case of the representations and warranties that are subject to a materiality qualification, in all respects) at the time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (ii) all approvals, consents and authorizations necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, including, without limitation, (i) the Disinterested Shareholders Approval, and (ii) the conditional acceptance by the TSXV of the Closing and issuance of the Royalty (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such datesubject only to customary closing conditions), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects.; (iii) The Company closing of the transactions contemplated by the Bond Subscription Agreement shall have delivered occurred or shall occur concurrently with Closing; (iv) the certificates Owner shall be in compliance in all material respects with its obligations under this Agreement; (v) no Insolvency Event shall have occurred with respect to the Owner; (vi) no legal or regulatory action or proceeding shall be pending or threatened by any Person which would, in the opinion of Holder, acting reasonably, enjoin, restrict or prohibit the transactions contemplated hereby; and (vii) delivery to the Holder of the documents contemplated by Section 5.3; If any of the conditions precedent set out in this Section 5.1(a) shall not be complied with or waived by the Holder on or before 5:00 p.m. (Montreal time) on September 15, 2020, then the Holder may rescind and terminate its obligations to purchase the other documents (if any) required to be delivered by it Royalty pursuant to Section 2(b)(ii) this Agreement by written notice to the Owner in accordance with circumstances where the provisions thereoffailure to satisfy any such condition is not the result, directly or indirectly, of the Holder’s breach of this Agreement, in which event the Parties shall have no further liability except as provided under this Agreement. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the The Closing shall be subject to the satisfaction, at or prior to the Closing, of each following conditions precedent in favour of the following conditions (any of which may be waived in whole or in part by the Company):Owner: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser Holder contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects (or, in the case of the representations and warranties that are subject to a materiality qualification, in all respects) at the time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (ii) all approvals, consents and authorizations necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, including, without limitation, (i) the Disinterested Shareholders Approval, and (ii) the conditional acceptance by the TSXV of the Closing Date (except that the representation and warranty issuance of the Purchaser set forth in Section 3(h) hereof Royalty (which shall be true and correct in all respects as of such datesubject only to customary closing conditions), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects.; (iii) The Purchaser closing of the transactions contemplated by the Bond Subscription Agreement shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser.occurred or shall occur concurrently with Closing; (iv) The Company the Holder shall be in compliance in all material respects with its obligations under this Agreement; (v) no legal or regulatory action or proceeding shall be pending or threatened by any Person which would, in the opinion of Holder, acting reasonably, enjoin, restrict or prohibit the transactions contemplated hereby; and (vi) delivery to the Owner of the documents contemplated by Section 5.2; If any of the conditions precedent set out in this Section 5.1(b) shall not be complied with or waived by the Owner on or before 5:00 p.m. (Montreal time) on September 15, 2020, then the Owner may rescind and terminate its obligations to sell the Royalty to the Holder pursuant to this Agreement by written notice to the Holder in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of the Owner’s breach of this Agreement, in which event the Parties shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereofno further liability except as provided under this Agreement.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of 4.01 Operating Partnership's obligation under this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be transactions contemplated herein is subject to the satisfaction, at or prior to the Closing, fulfillment of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closingconditions. (iia) Each of the The representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true true, accurate and correct in all material respects as of the Closing (Date, except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required extent they expressly relate only to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofan earlier date. (b) Notwithstanding All consents and approvals of governmental authorities and parties to agreements to which Company is a party or by which any other provision asset owned by Company is bound that are required with respect to the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents, the obligation of the Company shall have been obtained and copies thereof shall have been delivered to consummate the Closing shall be subject to the satisfaction, Operating Partnership at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (iic) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of On or prior to the Closing Date, (i) Company shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been performed discharged prior to the Closing Date, and no such receiver, liquidator or complied with by trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Purchaser Closing Date, (ii) Company shall not have admitted in all material respects. writing an inability to pay its debts as they mature, (iii) The Purchaser Company shall not have paid made a general assignment for the Purchase Price to the Companybenefit of creditors, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall not have received been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Company, (v) Company shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the documents required material allegations of a petition filed against it in any proceeding under any such law or statute, or had any petition filed against it in any proceeding under any such law or statute unless the same shall have been dismissed, canceled or terminated prior to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereofClosing Date.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligations of IOI and the SELLERS under this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be and are subject to the satisfactionfulfillment, at or prior to or at the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the That APEC's and MANAGEMENT's representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct in all material respects at the time of Closing as of the Closing (except that any if such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true representations and correct as of warranties were made at such date)time, and each of MANAGEMENT will deliver an executed certification confirming the covenants foregoing: (ii) That APEC and agreements of the Company MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by the Company as of or them prior to or at the Closing shall have been performed or complied with by the Company in all material respects.time of Closing; (iii) The Company That APEC's directors and shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have delivered properly approved all of the certificates and the other documents (if any) matters required to be delivered approved by it pursuant APEC's directors and shareholders, respectively; (iv) That APEC's Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the change of APEC's corporate name to Section 2(b)(ii) a name selected by IOI; approved the resignation of all of APEC's current directors and the election of up to three designees of IOI to serve as directors in accordance place of APEC's current directors; and will have approved such other changes as are consistent with the provisions thereof.this Agreement and approved by IOI and APEC; and (b) Notwithstanding any other provision The obligation of APEC and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or any of the other Transaction Documents, the obligation of the Company to consummate at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company):: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the That IOI's and SELLERS' representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party herein shall be true and correct in at the time of Closing as if such representations and warranties were made at such time and IOI and the IOI PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That IOI and IOI PRINCIPALS shall have performed or complied with all material respects as of the Closing Date (except that the representation agreements, terms and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser conditions required by this Agreement to be performed or complied with by the Purchaser as of or them prior to or at the Closing shall have been performed or complied with by the Purchaser in all material respects.time of Closing; and (iii) The Purchaser shall that IOI's officers will have paid signed non-compete clauses in the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser.form attached hereto as Exhibit J. (iv) The Company That IOI's officers shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.provide any existing employment agreements which are attached hereto as Exhibit H.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of Buyer's obligation to purchase the other Transaction Documents, the obligation of the Purchaser to consummate the Closing Shares shall be subject to the satisfaction, at or prior to the Closing, satisfaction of each all of the following conditions set forth in this subparagraph 6.1 (any of which may be a) (unless expressly waived in whole writing by it at, or in part by the Purchaserany time prior to, Closing): (i) There The representations and warranties of Sellers contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of Sellers shall not have been true and complete when made and shall also be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation true and complete at and as of the Closingtime of Closing (except for changes permitted under Section 4.1 of Article IV). (ii) Each of the representations Seller shall have caused all covenants, agreements and warranties of the Company contained in conditions required by this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or them prior to the or at Closing shall have been to be so performed or complied with by the Company in all material respectswith. (iii) Sellers shall have delivered to Buyer a certificate, signed by each of the Sellers and dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in clauses (i) and (ii) of this subparagraph 6.1(a). (iv) No action or proceeding shall have been instituted and remain pending by or before any court or other governmental body or arbitration tribunal seeking, and there shall not be in effect any injunction, order or decree of a court of competent jurisdiction the effect of which is, (x) to restrain or prohibit or to recover damages in respect of the transactions contemplated by this Agreement, (y) to revoke or suspend any material license, permit, order or approval, or (z) to question the validity or legality of this Agreement or any action taken or to be taken pursuant hereto or the consummation of the transactions contemplated hereby, and there shall be no such action or proceeding pending which, if adversely determined, would materially and adversely affect, or injunction, order or decree in effect which materially and adversely affects, the business, financial condition and operations of Company. (v) Buyer shall have completed its due diligence investigation of the Company to it's satisfaction. (vi) Except for the lease described on Schedule 2.6, all lessors under leases and parties to agreements of the Company, other than such leases and agreements which do not require consent for the consummation of the transactions contemplated by this Agreement, shall have consented to the consummation of the transactions contemplated hereby. At Closing, Seller shall deliver to Buyer copies of all consents referred to in the preceding sentence. (vii) Sellers shall each have furnished Buyer with an opinion of counsel as to the status of the Seller and the Company and the transactions contemplated by this Agreement substantially in the form of Exhibit "D" in final form as shall be deemed acceptable by Buyer. (viii) Except as provided in Schedule 6.1(a)(viii), since December 31, 1998, there shall not have been any material adverse change in the business, financial condition or operations of Company. (ix) All corporate proceedings in connection with the transactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in all material respects in substance and form to Buyer. (x) The Employment Agreements shall have been executed by the Sellers, Messrs. Chu, Rickard and Winans, respectively. (xi) The Non-Competition Agreement shall have been executed by each of Messrs. Chu, Rickard, and Winans, respectively. (xii) Stock certificates representing the Shares shall have been duly endorsed for transfer to Buyer, or accompanied by a proper and duly executed instrument of assignment to Buyer, and shall have all necessary stock transfer stamps attached. (xiii) Resignations shall have been executed by all of the officers and directors. (xiv) The originals (to the extent reasonably available to Seller) or duplicates of all of the minute books, stock books and all other corporate and business records or documents of the Company shall have been delivered or made available to Buyer; (xv) Either an affidavit that Seller is not a foreign person (as provided in I.R.C. ss.1445(b)(2)) or an affidavit of the certificates Company that complies with I.R.C. ss.1445(b)(3) shall have been properly executed. (xvi) All books and records of the Company shall have been delivered or made available to Buyer at Seller's corporate headquarters. (xvii) At Closing, Seller shall present its management internal accounting of the balance sheets and working capital of the Company as of the month end just prior to the Closing Date (the "Closing Date Balance Sheet") and management's representation affirming such balance sheet. The Closing Date Balance Sheet shall fairly represent the net worth and working capital of the Company as of the date specified and the other documents net worth and working capital of Company and shall not be less than as reflected on the Financial Statements and shall be otherwise acceptable to the Buyer. (if anyxviii) required Seller shall have executed the Escrow Agreement and shall have pledged the Escrowed Shares pursuant thereto. (xix) Seller shall have and shall have caused the Company to be delivered terminate the Shareholder Agreement dated as of March 20, 1996, as amended. (xx) Silicon Valley Bank shall have canceled all warrants to acquire Common Stock of the Company, including that certain Warrant dated November 17, 1998. (xxi) The Sellers shall have caused the Company to terminate the 1997 Stock Option Plan and any related plans prior to the Closing (the "Plans"). (xxii) All obligations by it the Company to pay promissory notes and accrued and unpaid salaries payable to the Sellers (including, but not limited to, those described in the Schedules) have been canceled and have been fully satisfied prior to Closing. (xxiii) Those persons who have been issued options pursuant to Section 2(b)(ii) in accordance with the provisions thereofPlans have agreed to cancel all of their existing stock options to receive shares of the Company's common stock or any other securities of any kind. (b) Notwithstanding any other provision of this Agreement or any Seller's obligation to close the purchase and sale of the other Transaction Documents, the obligation of the Company to consummate the Closing Shares shall be subject to the satisfaction, at or prior to the Closing, satisfaction of each all of the following conditions set forth in this subparagraph 6.1 (any of which may be b) (unless expressly waived in whole writing by it at, or in part by the Companyany time prior to, Closing): (i) There The representations and warranties of Buyer contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of Buyer shall not have been true and complete when made and shall also be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation true and complete at and as of the time of Closing. (ii) Each of the representations Buyer shall have caused all covenants, agreements and warranties of the Purchaser contained in conditions required by this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or it prior to the or at Closing shall have been to be so performed or complied with by the Purchaser in all material respectswith. (iii) The Purchaser Buyer shall have paid delivered to Seller a certificate, signed by its chairman, president or a vice president, and dated as of the Purchase Price Closing Date, certifying as to the Company, by wire transfer fulfillment of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaserconditions sat forth in clauses (i) and (ii) of this subparagraph 6.1(b). (iv) The Company There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of the sale of the Shares by Seller and no action or proceeding alleging that the consummation of the sale of the Shares by Seller violates or will violate any federal or state law, rule or regulation shall have received been instituted by or before any court or governmental body to restrain or prohibit Seller from selling, or to recover damages from Seller in respect of the sale of the Shares, unless Buyer elects to fully indemnity and defend Seller in respect thereof. (v) Buyer shall have furnished Seller with an opinion of counsel as to the status of Buyer and the transactions contemplated by this Agreement substantially in the form of Exhibit "E." (vi) All corporate proceedings in connection with the transactions contemplated by this Agreement and all documents required and instruments incident thereto, shall be reasonably satisfactory in all material respects in substance and form to be received by Seller. (vii) There has not been any material adverse change in the Company business, financial condition or operations of the Buyer. (viii) The Buyer shall have delivered to the Sellers the Buyer Common Stock in payment of the Purchase Price (excluding the Escrowed Shares which have been pledged pursuant to Section 2(b)(ii) in accordance with the provisions thereofEscrow Agreement).

Conditions Precedent to Closing. A. In addition to any conditions provided in other provisions of this Agreement, Purchaser’s obligation to purchase the Project is and shall be conditioned on the satisfaction of the items set forth in this Paragraph 12A (a) Notwithstanding hereinafter referred to as the “Purchaser Conditions Precedent”). The Purchaser Conditions Precedent are intended solely for the benefit of Purchaser and may be waived only by Purchaser in writing. In the event any other provision Purchaser Condition Precedent is not satisfied, Purchaser may, in its sole and absolute discretion terminate this Agreement and all obligations of Purchaser and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or any effect and the Exxxxxx Money shall be paid to Purchaser. (1) The due performance by Seller of each and every covenant, undertaking and agreement to be performed by it hereunder and the truth of each representation and warranty made in this Agreement by Seller at the time as of which the same is made and as of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation as if made on and as of the Closing. (2) That there shall not have occurred at any time or times on or before the Closing any taking or threatened taking of the Project or any part thereof by eminent domain. (3) That at no time prior to the Closing shall any of the following have been done by or against or with respect to Seller: (i) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (ii) Each the appointment of a trustee or receiver of any property interest; or (iii) an assignment for the benefit of creditors. (4) Title Company is prepared to issue the Title Policy in the form approved by Purchaser on or prior to the expiration of the Inspection Period, subject only to the Permitted Exceptions. (5) On the Closing Date, there shall not then be pending or, to the knowledge of either Purchaser or Seller, threatened, any litigation, administrative proceeding, investigation or other form of governmental enforcement, or executive or legislative proceeding which, if determined adversely, would; restrain the consummation of any of the transactions herein referred to; declare illegal, invalid or non-binding any of the covenants or obligations of the parties herein. (6) Purchaser’s obligations under this Agreement are further conditioned upon execution of the Amended Easement and receiving an estoppel certificate (hereinafter referred to as the “Easement Estoppel”) from the Reserve Master Association, Inc. a Connecticut corporation (hereinafter referred to as the “Reserve”) not less than two (2) days prior to the Closing in a form mutually acceptable to Seller and Purchaser stating: (i) that the Amended Easement has not been further modified; (ii) there is no event or condition required to be performed by Seller or any other party under the Amended Easement which with notice or the passage of time would constitute a default of Seller thereunder. In the event Seller is unable to obtain the Easement Estoppel then Seller may, but shall not be so obligated, substitute a certificate of Seller asserting the above provisions. B. Seller’s obligation to consummate the purchase and sale of the Project is conditioned upon satisfaction of the items contained in this Paragraph 12B (hereinafter referred to as the “Seller Conditions Precedent”). The Seller Conditions Precedent are intended solely for the benefit of Seller and may be waived only by Seller in writing. (1) Purchaser shall have performed and observed in all material respects all covenants and agreements to be performed by Purchaser under this Agreement; and (2) All of the representations and warranties of the Company Purchaser contained in this Agreement shall have been true and the other Transaction Documents to which the Company is a party correct in all material respects when made and shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its termsdate of Closing. C. Purchaser’s obligations under this Agreement are further conditioned upon Purchaser receiving Conforming Tenant Estoppel Certificates, as of hereinafter defined, not less than two (2) days prior to the Closing from: (i) Boehringer Ingelheim Pharmaceuticals, Inc., (hereinafter referred to as “Drugs”); (ii) Praxair, Inc.; (hereinafter referred to as “Gas”); (iii) RWE Nukem Incorporated (hereinafter referred to as “Sxxxxxx ); and (iv) Honeywell International Inc. a specific date or time other than Delaware corporation (hereinafter referred to as “Space”) (hereinafter collectively referred to as the Closing“Minimum Required Estoppels”) addressed to Purchaser. In the event Seller is unable to obtain a Conforming Tenant Estoppel, as hereinafter defined, from Sxxxxxx, then Seller may, but shall not be so obligated, substitute a Conforming Landlord Estoppel Certificate for Sxxxxxx. Such substituted Conforming Landlord Estoppel Certificates shall be true counted for all purposes in determining whether Seller has achieved the Minimum Required Estoppels. As used in this Agreement, the term “Conforming Tenant Estoppel Certificate” means: (i) any Tenant Estoppel Certificate that is dated after February 27, 2007 and correct is delivered to Purchaser in the form of said Exhibit “P”, which does not contain any modification or addition that is materially adverse to Purchaser and which does not reveal any default under the affected Lease or condition which with notice and the passage of time would constitute a default and does not contain any matters that are inconsistent with such tenant’s lease and which does not reveal any default under the affected Lease or condition which with notice and the passage of time would constitute a default; or (ii) any Tenant Estoppel Certificate dated after February 27, 2007 in a form containing the information which a tenant is required to address in an estoppel certificate as required by such tenant’s Lease, which does not contain any information or assertion that is materially adverse to Purchaser and which does not reveal any default under the affected Lease or condition which with notice and the passage of time would constitute a default and does not contain any matters that are inconsistent with such date), tenant’s lease. A “Conforming Landlord Estoppel Certificate” means a certificate executed and each of the covenants and agreements of the Company to be performed or complied with delivered by the Company as of Seller at or prior to the Closing shall have been performed which contains the same information with respect to any affected Leases as would the applicable Conforming Tenant Estoppel Certificate, and which does not contain any modification or complied addition that is materially adverse to Purchaser and which does not reveal any default under the affected lease or condition which with by the Company in all material respects. (iii) The Company shall have delivered the certificates notice and the other documents passage of time would constitute a default and does not contain any matters that are inconsistent with such tenant’s lease. Any Tenant Estoppel Certificate which is not a Conforming Tenant Estoppel Certificate or a Conforming Landlord Estoppel Certificate, but which is not expressly disapproved by Purchaser in writing within two (if any2) required business days after receipt thereof, will also constitute a Conforming Tenant Estoppel Certificate. If Seller fails to be delivered by it pursuant to Section 2(b)(ii) in accordance with deliver the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, Minimum Required Estoppels at or prior to the Closingdate that is two (2) days prior to the Closing Date, of each of then Purchaser shall have the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents right to which the Purchaser is a party shall be true and correct in all material respects as of extend the Closing Date for an additional fourteen (except that 14) days in order to obtain the representation and warranty of Minimum Required Estoppels by giving written notice thereof to Seller two (2) days prior to the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of Closing Date. If Seller fails to deliver the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of Minimum Required Estoppels at or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. date that is two (iii2) The Purchaser shall have paid the Purchase Price days prior to the CompanyClosing Date, by wire transfer of immediately available funds as same may be so extended pursuant to payment instructions furnished the provisions of the immediately preceding sentence, then Purchaser’s sole and exclusive remedy with respect to such failure will be to terminate this Agreement, in which case the Exxxxxx Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination of this Agreement by Purchaser. In the Company event Seller delivers any Conforming Landlord Estoppel Certificates and later obtains a Conforming Estoppel Certificate with respect to the Purchasersame Lease, then upon delivery of the Conforming Tenant Estoppel Certificate to Purchaser (whether before or after Closing), Seller will be automatically and fully released and discharged from any and all liability then or thereafter arising with respect to the Conforming Landlord Estoppel Certificate, which certificate will become null and void ab initio immediately upon delivery of the Conforming Tenant Estoppel Certificate. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any A. Conditions Precedent to the Obligations of the other Transaction Documents, the obligation Shareholder ---------------------------------------------------------- The obligations of the Purchaser Shareholder to consummate the Closing transactions contemplated hereby shall be subject to the satisfaction, satisfaction at or prior to the Closing, closing of each all of the following conditions precedent (any or all of which may be waived waived, in whole or in part part, by the PurchaserShareholder in her discretion): (i) There shall not be in force 1. No preliminary or permanent injunction or other order issued by a court of competent jurisdiction or by any order or decreeregulatory authority, nor any statute, rule or regulation by any Governmental Authority restrainingenacted or promulgated subsequent to the date of this Agreement, enjoining or prohibiting which prohibits the consummation of the Closingtransactions contemplated hereby shall be in effect. (ii) Each 2. GLDI shall have performed in all material respects its obligations under this Agreement required to be performed by it on or prior to the closing. Without limiting the generality of the immediately preceding sentence, the Amended and Restated Articles of Incorporation of GLDI shall have been amended to increase the capital stock of GLDI so as to permit GLDI to issue the GLDI Shares to the Shareholder. 3. The representations and warranties of the Company GLDI contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects at and as of the Closing (except that any such representation or warranty which speaks, by its terms, date of closing as of a specific date or time other than the Closing, shall be true if made at and correct as of such date)time, and each except as affected by the transactions contemplated hereby. 4. The Shareholder shall have received a certificate, dated as of the covenants and agreements date of closing, of the Company to be performed or complied with by the Company as President of or prior GLDI to the Closing shall effect that the conditions precedent specified in paragraphs 2 and 3 of this Section IV.A. have been performed or complied with by the Company in all material respectssatisfied. (iii) B. Conditions Precedent to the Obligations of GLDI ----------------------------------------------- The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision obligations of this Agreement or any of the other Transaction Documents, the obligation of the Company GLDI to consummate the Closing transactions contemplated hereby shall be subject to the satisfaction, satisfaction at or prior to the Closing, closing of each all of the following conditions precedent (any or all of which may be waived waived, in whole or in part part, by the CompanyGLDI in its discretion): (i) There shall not be in force 1. No preliminary or permanent injunction or other order issued by a court of competent jurisdiction or by any order or decreeregulatory authority, nor any statute, rule or regulation by any Governmental Authority restrainingenacted or promulgated subsequent to the date of this Agreement, enjoining or prohibiting which prohibits the consummation of the Closingtransactions contemplated hereby shall be in effect. (ii) Each 2. The Shareholder shall have performed in all material respects her obligations under this Agreement required to be performed by her on or prior to the closing. Without limiting the generality of the immediately preceding sentence, the Amended and Restated Articles of Incorporation of GLDI shall have been amended to increase the capital stock of GLDI so as to permit GLDI to issue the GLDI Shares to the Shareholder. 3. The representations and warranties of the Purchaser Shareholder contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects at and as of the Closing Date (except that the representation date of closing as if made at and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date)time, and each of the covenants and agreements of the Purchaser to be performed or complied with except as affected by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectstransactions contemplated hereby. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company 4. GLDI shall have received a certificate, dated as of the documents required date of closing, of the Shareholder to be received by the Company pursuant to effect that the conditions precedent specified in paragraphs 2 and 3 of this Section 2(b)(ii) in accordance with the provisions thereofIV.B. have been satisfied.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any Buyer's obligation to close the purchase and sale of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing Shares shall be subject to the satisfaction, at or prior to the Closing, satisfaction of each all of the following conditions set forth in this subparagraph 7.1 (any of which may be a) (unless expressly waived in whole writing by it at, or in part by the Purchaserany time prior to, Closing): (i) There The representations and warranties of Seller, NWHI, or Subsidiary contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of Buyer or Seller, NWHI, or Subsidiary shall not have been true and complete when made and shall also be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation true and complete at and as of the Closingtime of Closing (except for changes permitted under Section 5.1 of Article V). (ii) Each of the representations Seller, NWHI, and warranties of the Company contained in Subsidiary shall have caused all covenants, agreements and conditions required by this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as each of or them prior to the or at Closing shall have been to be so performed or complied with by the Company in all material respectswith. (iii) The Company Seller shall have delivered the certificates to Buyer a certificate, signed by each individual comprising Seller and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision dated as of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each certifying as to the fulfillment of the following conditions (any of which may be waived set forth in whole or in part by the Company): clauses (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. and (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such datesubparagraph 7.1(a), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company Chief Executive Officer or President of each of NWHI and Subsidiary shall have received delivered to Buyer a certificate, signed by each of them and dated as of the documents required Closing, certifying as to the fulfillment of the conditions set forth in clauses (i) and (ii) of this subparagraph 7.1(a). (v) No action or proceeding shall have been instituted and remain pending by or before any court or other governmental body or arbitration tribunal seeking, and there shall not be in effect any injunction, order or decree of a court of competent jurisdiction the effect of which is, (x) to restrain or prohibit or to recover damages in respect of the transactions contemplated by this Agreement, (y) to revoke or suspend any material license, permit, order or approval, or (z) to question the validity or legality of this Agreement or any action taken or to be received taken pursuant hereto or the consummation of the transactions contemplated hereby, and there shall be no such action or proceeding pending which, if adversely determined, would materially and adversely affect, or injunction, order or decree in effect which materially and adversely affects, the business, financial condition and operations of NWHI and Subsidiary. (vi) Regulatory approval from NASD, Inc. or any delegate or division thereof to the change in ownership of First Level Capital, Inc., from Seller to Buyer shall have been obtained and the termination of any required waiting period shall have occurred on terms reasonably satisfactory in all material respects to Buyer and Seller ("NASD Approval"). (vii) All lessors under leases and parties to agreements of NWHI and Subsidiary, other than such leases and agreements which do not require consent for the consummation of the transactions contemplated by this Agreement, shall have consented in writing to the Company pursuant consummation of the transactions contemplated hereby. At Closing, Seller shall deliver to Section 2(b)(iiBuyer copies of all consents referred to in the preceding sentence. (viii) [Intentionally Omitted]. (ix) Except as provided in accordance Schedule 7.1(a)(ix), since December 31, 1999, there shall not have been any material adverse change in the business, financial condition or operations of NWHI or Subsidiary. (x) All corporate proceedings in connection with the provisions thereoftransactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in all material respects in substance and form to Buyer. (xi) The Employment Agreement attached hereto as Exhibit "C" shall have been executed by individuals comprising Seller, i.e.,

Conditions Precedent to Closing. (a) Notwithstanding any other provision The respective obligations of this Agreement or any each of the other Transaction DocumentsCompany and the Purchasers to consummate the Closing shall be subject to the satisfaction or waiver, if permissible under applicable law, on or prior to the obligation Closing Date of the following conditions: (i) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) the Transaction shall have closed. (b) The obligations of each Purchaser to consummate the Closing shall be subject to the satisfactionsatisfaction or waiver by such Purchaser, at in its sole discretion and if permissible under applicable law, on or prior to the Closing, of each Closing Date of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There the Closing shall not be in force any order or decree, statute, rule or regulation have occurred by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.Outside Date; (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects at and as of the Closing Closing; (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of iii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed performed, satisfied or complied with by the Company as of it at or prior to the Closing shall have been performed or complied with by the Company in all material respects.Closing; and (iiiiv) The the Company shall have delivered a certificate of the certificates Secretary or an Assistant Secretary of the Company in form reasonably acceptable to the Purchasers with respect to good standing, organizational documents, corporate authorization and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofgood standing. (bc) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation The obligations of the Company to consummate the Closing shall be subject to the satisfactionsatisfaction or waiver by the Company, in its sole discretion and if permissible under applicable law, on or prior to the Closing Date of the following conditions: (i) all representations and warranties of the Purchasers contained in this Agreement shall be true and correct except as would not have a material adverse effect on the Purchasers’ ability to consummate the transactions contemplated hereby; and (ii) the Purchasers shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the applicable Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The respective obligations of each Party and the Company to consummate the transactions contemplated by this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate occur at the Closing shall be subject to the satisfaction, at satisfaction or waiver of the following conditions on or prior to the ClosingClosing Date: (a) no statute, rule, regulation, executive order, decree, or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any U.S. state or federal or foreign court of competent jurisdiction or other Governmental Authority which prohibits consummation of the transactions contemplated by the Joint Venture Agreements, whether temporary, preliminary or permanent; provided that the Parties hereto shall use their reasonable efforts to have any such order, decree or injunction vacated; (b) all waiting periods and other approvals applicable to the transactions contemplated by the Joint Venture Agreements under the HSR Act, if applicable, shall have been terminated or expired and all other Governmental Approvals necessary for consummation of the transactions contemplated by Joint Venture Agreements shall have been obtained or made and be in effect at the Closing Date, except for any such Governmental Approvals, the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; provided that no Party shall be required to commence or defend any Action before any Governmental Authority in order to satisfy this condition; (c) each of the following conditions parties to each of the Joint Venture Agreements (any other than this Agreement) shall have duly delivered to each of the parties thereto each of the Joint Venture Agreements (other than this Agreement) to which may be waived in whole or in part by the Purchaser):it is a party; (id) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of each other Party and the Company contained in this Agreement and the other Transaction Documents that are qualified as to which the Company is a party materiality or words of similar import shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date)respects, and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall those not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party so qualified shall be true and correct in all material respects respects, in each case, as of the date hereof and as of the Closing Date (as if made at the Closing Date, except that the representation for those representations and warranty warranties which are made as of the Purchaser set forth in Section 3(h) hereof a specific date, which representations and warranties shall be have been true and correct in all material respects or true and correct in all respects, as the case may be, as of such date), and ; and (e) each of the covenants and agreements of the Purchaser to be other party hereto shall have performed or complied with in all material respects each covenant and agreement required in this Agreement to be performed by the Purchaser as of it at or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsClosing. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the The obligation of the Purchaser Investor hereunder to consummate purchase the Note at the Closing shall be is subject to the satisfaction, at or prior to before the date of the Closing, of each of the following conditions, provided that these conditions (any of which are for the Investor’s sole benefit and may be waived in whole or in part by the Purchaser): (i) There shall not be Investor at any time in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closingits sole discretion. (iia) Each of the representations The Representations and warranties Warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be are true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofcorrect. (b) Notwithstanding No event shall have occurred since the date of this Agreement that could result in, or reasonably be expected to result in a Material Adverse Effect, where “Material Adverse Effect” shall mean any other provision condition, circumstance, or situation that may result in, or would reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any the Note, (collectively, the “Transaction Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the other Company, or (iii) a material adverse effect on the Company or it’s ability to perform in any material respect on a timely basis its obligations under any Transaction Documents, Document. (c) The shares of the obligation Company’s common stock (the “Common Stock”) shall be authorized for quotation or trading on the NYSE American (the “Primary Market”) and trading in the common stock of the Company to consummate the Closing shall be subject to the satisfactionnot have been suspended for any reason. (d) The Company is, and has been for a period of at or least 90 days immediately prior to the Closing, subject to the reporting requirements of each section 13 or 15(d) of the following conditions Securities Exchange Act of 1934 (any the “Exchange Act”). (e) The Standby Equity Purchase Agreement dated May 13, 2022 between the Company and the Investor (the “SEPA”) is in full force and effect. (f) The Company’s registration statement on Form S-3 (File No. 333-257697) under Section 5 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or another registration statement on a form promulgated by the SEC for which may the Company then qualifies for the registration of the offer and sale of securities to be waived in whole or in part offered and sold by the Company): (i) There shall not , as the same may be in force amended and supplemented from time to time and including any order or decree, statute, rule or regulation information deemed to be a part thereof pursuant to Rule 430B under the Securities Act and any successor registration statement filed by any Governmental Authority restraining, enjoining or prohibiting the consummation of Company with the Closing. (ii) Each of SEC under the representations and warranties of Securities Act on a form promulgated by the Purchaser contained in this Agreement and the other Transaction Documents to SEC for which the Purchaser is a party Company then qualifies and which form shall be true and correct in all material respects as available for the registration of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser securities to be performed or complied with offered and sold by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by shall be effective (collectively the Company to the Purchaser“Registration Statement”). (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction DocumentsSubject to Section 3.02, the obligation of the Purchaser to consummate the Closing Lenders hereunder shall be subject to the satisfactionconditions precedent that the Facility Agent shall have received on or before the Closing Date the following, at or prior each in form and substance reasonably satisfactory to the Closing, of Facility Agent: (a) each of the following conditions (any of which may be waived in whole or in part Facility Documents duly executed and delivered by the Purchaser):parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Fund, and the Collateral Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (g) below), if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) There shall not be in force any order or decreeas to its Constituent Documents, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each as to its resolutions or other action of the representations and warranties its board of the Company contained in directors or members approving this Agreement and the other Transaction Facility Documents to which the Company it is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speakstransactions contemplated thereby, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the that its representations and warranties of set forth in the Purchaser contained in this Agreement and the other Transaction Facility Documents to which the Purchaser it is a party shall be are true and correct in all material respects as of the Closing Date (except that to the representation extent such representations and warranty of the Purchaser set forth warranties expressly relate to any earlier date, in Section 3(h) hereof which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions approving the Collateral Management Agreement and the transactions contemplated thereby, including acting pursuant to this Agreement, (iii) that its representations and warranties set forth in the Collateral Management Agreement are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the covenants Secured Parties) of (i) DLA Piper LLP (US), counsel to the Borrower and agreements the Collateral Manager as to corporate, securities, bankruptcy and commercial law, and (ii) Xxxxxx & Xxxxxx LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) evidence satisfactory to the Facility Agent that all of the Purchaser to be performed or complied with Covered Accounts are in existence; and the Account Control Agreement shall have been executed and delivered by the Purchaser Borrower, the Collateral Manager, the Collateral Agent and U.S. Bank, in its capacity as Custodian and as Securities Intermediary, and shall be in full force and effect; (j) evidence satisfactory to the Facility Agent that all Closing Date Expenses and outstanding fees and expenses of the Collateral Agent and the Custodian have been paid in full; (k) each of the Eligible Hedge Agreements, if any, duly executed and delivered by the parties thereto, which shall each be in full force and effect; (l) a certificate of a Responsible Officer of the Borrower, dated as of or the Closing Date, to the effect that, in the case of each item of Collateral pledged to Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing shall have been performed Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or complied with by encumbrances of any nature whatsoever except for (A) those which are being released on the Purchaser Closing Date, (B) those granted pursuant to this Agreement and the Account Control Agreement and (C) Permitted Liens; (ii) the Borrower has acquired its ownership in all material respects.such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) The Purchaser shall have paid the Purchase Price to the CompanyBorrower has not assigned, by wire transfer of immediately available funds pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to payment instructions furnished by this Agreement and the Company to the Purchaser.Account Control Agreement; (iv) The Company the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to clause (ii) of the definition of Permitted Liens) perfected security interest in the Collateral; (m) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.reasonably requested; and

Conditions Precedent to Closing. 3.1 The obligation of the Purchaser to consummate the Closing is conditional on the satisfaction or waiver of all of the following on or prior to the Longstop Date: 3.1.1 the Parties shall have received the written approvals (ain a form reasonably satisfactory to the Purchaser) Notwithstanding of the RCC in connection with the acquisition by the Purchaser of the Sale Securities, and such approval shall be in full force and effect as at the Closing Date; 3.1.2 each of the Sellers shall have obtained all necessary written consents, approvals or waivers (which for this purpose shall include the expiry of any period following a notification such that consent is deemed to be given or no consent is required) in relation to the execution and performance by each of them of this Agreement in accordance with its terms and each of the other Transaction Documents in accordance with their respective terms; 3.1.3 each of the Sellers shall have obtained all and any other provision authorizations, consents and approvals of any Governmental Authority or third party (which for this purpose shall include the expiry of any period following a notification such that consent is deemed to be given or no consent is required) for the consummation of the transactions contemplated by this Agreement; 3.1.4 there shall not be any injunction, decision, order or decree of any nature of any court or Governmental Authority, or any proceeding pending or threatened that could result in such an injunction, decision, order or decree, restraining, prohibiting or preventing any aspect of the Transaction; 3.1.5 there shall not have been any action, or any statute, law or regulation enacted by any Governmental Authority which would cause any Party to be unable to consummate any aspect of the Transaction, make any aspect of the Transaction illegal or prohibit, restrict or delay the consummation of any aspect of the Transaction; 3.1.6 the Purchaser or its Affiliate shall have received such opinions from its financial advisor reasonably satisfactory to the Purchaser with respect to the terms of the Transaction; 3.1.7 the Purchaser shall have received the Closing Statement containing the Estimated Adjustment Amount; 3.1.8 the Purchaser shall have received a certificate, dated as of the Closing Date, signed by duly authorized officers of each of the Sellers, as to the continued and valid existence of the Target Companies, certifying and attaching copies of: (i) the organizational documents of each Target Company; and (ii) each of the documents set out in Clauses 3.1.2 and 3.1.3; 3.1.9 the Sellers and their Affiliates shall have performed and complied in all respects with all covenants and agreements required by this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of Sellers or their Affiliates on or prior to the Closing shall have been performed or complied with Date; 3.1.10 the Warranties given by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party Sellers shall be true and correct accurate in all material respects as of the Closing Date or, if not true, shall have been remedied (except that at the representation and warranty cost of the Purchaser set forth in Section 3(hSellers) hereof shall be true and correct in all respects as of such date), and each to the reasonable satisfaction of the covenants and agreements of Purchaser; 3.1.11 no event or circumstance, individually or in the Purchaser to aggregate, shall have occurred or be performed outstanding that may have a Material Adverse Effect; 3.1.12 all Encumbrances over any immovable or complied with movable property owned by the Purchaser as of Target Companies shall have been removed on or prior to the Closing Date and the Purchaser shall have been performed use its reasonable endeavours to assist in the removal of such Encumbrances, including at the sole discretion of the Purchaser, providing a loan to the Target Companies to assist with the repayment of any of their debt obligations; 3.1.13 subject to the Purchaser providing funding to the Target Companies of approximately Euro 18.5 million to repay the portion of the ING Existing Facility that is attributable to the Target Companies, the Target Companies ceasing to be parties, whether as borrowers or complied with as guarantors, to the ING Existing Facility, and being released by the bank of any and all obligations under the ING Existing Facility and the ING Security Interests in a manner reasonably satisfactory to the Purchaser and the Purchaser shall use its reasonable endeavours to assist the Target Companies ceasing to be parties to the ING Existing Facility, being released from any and all obligations under the ING Existing Facility and the ING Security Interests, including at the sole discretion of the Purchaser, providing funding to the Target Companies to repay the portion of the ING Existing Facility that is attributable to the Target Companies in order to assist with such actions; 3.1.14 in respect of the Shareholder Loans: (i) the Guarantor procuring that any Shareholder Loans for which Media Pro Management is not already a creditor, is assigned to Media Pro Management by the entities set out in the column "Creditors" in Schedule 7 to Media Pro Management by way of legal assignment signed by all material respects.parties thereto and Media Pro Management, such that Media Pro Management shall become the creditor for all Shareholder Loans; (ii) Media Pro Management causing the Converted Shareholder Loans to be capitalized by the cancellation of such Converted Shareholder Loans in exchange for the issuance of new equity by the relevant Target Company; and (iii) The Media Pro Management producing evidence reasonably satisfactory to the Purchaser that such capitalization has been completed, including the registration of such change in the equity of the relevant Target Company with the Romanian Trade Registry; 3.1.15 the Sellers shall have paid the Purchase Price procured that Media Pro Management shall have delivered to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company Purchaser evidence satisfactory to the Purchaser. (iv) The Company shall have received Purchaser of the documents required assignment to Media Pro Management of receivables owing from Specific Related Parties to the Target Companies that would otherwise constitute all or any part of the Gross Receivable by MPE from Specific Related Parties to be received by the Company pursuant to Section 2(b)(ii) specified in accordance with the provisions thereof.Schedule 9;

Conditions Precedent to Closing. The effectiveness of this Agreement (which shall occur on the Closing Date) is subject to the satisfaction of the following conditions precedent as of the Closing Date on or before June 1, 2011 (and if the following conditions precedent are not satisfied by such time, this Agreement shall automatically terminate): (a) Notwithstanding any each Party shall have received, in a form satisfactory to it, opinions from counsel to the other provision Party covering due authorization, execution and delivery of this the Capital Protection Documents by the other Party, in each case in form and substance reasonably satisfactory to such Party; (b) each Party shall have received, in a form satisfactory to it, copies of all Capital Protection Documents duly executed and delivered by the other Party and, where applicable, the Guarantor; (c) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the Custody Agreement duly executed by the Trust and the Custodian; (d) the Capital Protection Provider shall have received an officer’s certificate of the Fund, dated as of the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Capital Protection Provider, executed by the President or any Vice President or any Responsible Officer of the other Transaction Documents, Fund and the obligation Secretary or any Assistant Secretary on behalf of the Purchaser Fund and which certificate shall include (i) the incumbency and signature of the officers of the Fund executing any Capital Protection Document, or having authorization to consummate execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) true and complete copies of the Organizational Documents and each Prospectus of the Fund and the Organizational Documents of the Trust, certified as of the Closing shall be subject to Date as complete copies thereof by the satisfactionSecretary or an Assistant Secretary of the Fund or the Trust, at as applicable, (iii) certificates dated as of a recent date from the Secretary of State or prior to other appropriate authority, evidencing the Closing, good standing of each of the following conditions Trust and the Fund (any x) in the jurisdiction of which may its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be waived expected to have a Material Adverse Effect with respect to the Fund; (e) the Capital Protection Provider shall have received an officer’s certificate of the Adviser, dated as of the Closing Date, substantially in whole or the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in part form and substance to the Capital Protection Provider, executed by the Purchaser): President or any Vice President or any Responsible Officer of the Adviser and the Secretary or any Assistant Secretary on behalf of the Adviser and which certificate shall include (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation incumbency and signature of the Closing. officers of the Adviser executing any Capital Protection Document, or having authorization to execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) Each true and complete copies of the representations and warranties Organizational Documents of the Company contained Adviser, certified as of the Closing Date as complete copies thereof by the Secretary or an Assistant Secretary of the Adviser, (iii) certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Adviser (x) in the jurisdiction of its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect with respect to the Adviser; (f) the Fund shall have received a certificate dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by the Secretary or an Assistant Secretary of the Capital Protection Provider on behalf of the Capital Protection Provider, and which certificate shall include the incumbency and signature of the employees of the Capital Protection Provider authorized to execute on behalf of the Capital Protection Provider any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (g) the Fund shall have received, in a form satisfactory to it, a certificate, dated as of the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by a permanent representative of the Guarantor on behalf of the Guarantor, and which certificate shall include the incumbency and signature of the employees of the Guarantor authorized to execute on behalf of the Guarantor any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (h) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the resolutions, in form and substance reasonably satisfactory to the Capital Protection Provider, of the Board of Directors (or analogous body) of the Fund authorizing the execution, delivery and performance of this Agreement and the other Transaction Capital Protection Documents to which the Company it is a party party, certified on behalf of the Fund by the Secretary or an Assistant Secretary of the Fund, as of the Closing Date, which certification shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), shall be in form and substance reasonably satisfactory to the Capital Protection Provider and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (i) the Capital Protection Provider shall have received, in a form satisfactory to it, a certification that shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), stating on behalf of the Fund that as of the Closing Date: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Closing Date, as though made on and as of the Closing Date; (ii) No Fund Event or Knock-Out Event exists as of the Closing Date; (iii) No licenses, authorizations, consents or approvals as referred to in Section 4.01(n) are required as of the Closing Date or, in the case that such documents are required, that they are required and attaching copies thereof; and (iv) The Aggregate Protected Amount as of the Closing Date does not exceed the Maximum Settlement Amount; (j) the Fund shall have arranged with the Custodian for the Capital Protection Provider and the Agent to directly receive the applicable reports and information contained in Schedule II; (k) the representations and warranties made by the Fund and Capital Protection Provider, respectively, contained in ARTICLE 4 shall be true and correct in all material respects on and as of the Closing Date; (except that any such representation or warranty which speaksl) each Party shall have received, by its termsin a form satisfactory to it, as of a specific date or time all corporate and other than the Closing, shall be true and correct as of such date)proceedings, and each of all documents, instruments and other legal matters reasonably requested by such Party evidencing or confirming the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each accuracy of the representations and warranties made by the other parties hereunder or the authority of such other parties to enter into this Agreement or the other Capital Protection Document to which they are party; and (i) the registration statement of the Purchaser Fund shall have been filed with the Commission and become effective, (ii) the investment policies and objectives of the Fund as described in the Prospectus contained in such registration statement and the description of the Capital Protection Provider and the Capital Protection Agreement in such Prospectus shall, in each case, be reasonably satisfactory to the Agent, and (iii) the Agent shall have determined in its reasonable discretion that any modifications to such Prospectus from the draft most recently filed with the Commission prior to the date of this Agreement do not materially change the rights of the Capital Protection Provider under, or the terms of, this Agreement. Upon receipt the satisfaction of all documentary conditions precedent and its reasonable satisfaction that all non-documentary conditions precedent have been satisfied on or before June 1, 2011, each of the Fund and the Capital Protection Provider will confirm in writing to the other Transaction Documents to which that the Purchaser is a party shall be true conditions precedent have been satisfied, and correct in all material respects as of upon such written confirmation thereof from the Fund and the Capital Protection Provider on or before June 1, 2011, the Closing Date (except shall occur; provided, that such confirmation shall not constitute a waiver of any non-documentary condition that was not satisfied, and the representation and warranty non-defaulting Party shall be entitled to exercise any rights it may have hereunder or under applicable Law arising out of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as failure of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectscondition. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision 3.1 Conditions Precedent to the Parties' Obligation to Close. The obligations of the parties to close the transactions contemplated by this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be are subject to the satisfaction, at satisfaction on or prior to before the Closing, Closing of each all of the following conditions (set forth below in this Article III. A party may waive any or all of which may be waived these conditions in whole or in part without any prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by such party of any of its other rights and remedies, at law or in equity, if any of the Purchaser):other parties to this Agreement shall be in default of any of their respective representations, warranties or covenants under this Agreement. (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting All corporate action necessary to authorize the execution and delivery of this Agreement and consummation of the Closing. (ii) Each of the representations and warranties of the Company contained in transactions contemplated by this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with duly and validly taken by Buyer and Seller, including, but not limited to, approval of the Agreement by the Company in all material respects. (iii) The Company shall have delivered requisite vote of the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofshareholders of Buyer of this Agreement. (b) Notwithstanding any other provision of All approvals and consents for the transactions contemplated in this Agreement or any which are required for Seller's purchase of the Acquired Common Shares and the other Transaction Documentstransactions contemplated by this Agreement shall have been received and all statutory waiting periods in respect thereof shall have expired; and Buyer and Seller shall have procured all other approvals, consents and waivers of each person (other than the obligation governmental entities referred to above), if any, whose approval, consent or waiver is necessary to the consummation of the Company to consummate purchase of the Closing Acquired Common Shares. (c) Neither Buyer nor Seller shall be subject to the satisfactionany statute, at rule, regulation, injunction or prior to the Closingother order or decree which shall have been enacted, entered, promulgated or enforced by any governmental or judicial authority which prohibits, restricts or makes illegal consummation of each any of the following conditions (any of which may be waived in whole or in part transactions contemplated by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closingthis Agreement. (iid) Each Buyer and Seller have completed their respective due diligence investigation of the representations and warranties of the Purchaser contained in one another to their mutual satisfaction as permitted under this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsAgreement. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision 6.1 Conditions Precedent to the Obligations of this Agreement or any LEXON to Complete the Closing. The obligations of the other Transaction Documents, the obligation of the Purchaser LEXON to consummate enter into and complete the Closing shall be are subject to the satisfaction, at or prior to the Closing, of each fulfillment of the following conditions (conditions, any one or more of which may be waived in whole or in part by the Purchaser):LEXON: (i) There All of the terms, covenants, and conditions of this Agreement to be complied with or performed by PROVISION at or before the Closing shall have been duly complied with and performed in all material respects, (ii) the representations and warranties of PROVISION set forth in Article III shall be true in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing, and (iii) LEXON shall have received a certificate to such effect from PROVISION. (b) All consents, waivers, approvals, licenses, authorizations of, or filings or declarations with third parties or Governmental or Regulatory Bodies required to be obtained by PROVISION in order to permit the transactions contemplated by this Agreement to be consummated in accordance with agreements and court orders applicable to PROVISION and applicable governmental laws, rules, regulations and agreements shall have been obtained and any waiting period thereunder shall have expired or been terminated, and LEXON shall have received a certificate from PROVISION to such effect. (c) All actions, proceedings, instruments, and documents in connection with the consummation of the transactions contemplated by this Agreement, including the forms of all documents, legal matters, opinions, and procedures in connection therewith, shall have been approved in form and substance by counsel for LEXON, which approval shall not be unreasonably withheld. (d) PROVISION shall have furnished such certificates to evidence compliance with the conditions set forth in force this Article, as may be reasonably requested by LEXON or its counsel. (e) PROVISION shall not have suffered any order Material Effect. (f) No material information or decreedata provided or made available to LEXON by or on behalf of PROVISION shall be incorrect in any material respect. (g) No investigation and no suit, statuteaction, rule or regulation proceeding before any court or any governmental or regulatory authority shall be pending or threatened by any state or federal governmental or regulatory authority, against PROVISION or any of its affiliates, associates, officers, or directors seeking to restrain, prevent, or change in any material respect the transactions contemplated hereby or seeking damages in connection with such transactions that are material to PROVISION. (h) PROVISION shall have received the necessary approvals from at least 90% of its shareholders to proceed with the transactions contemplated herein. (i) PROVISION shall have completed an audit of its financial statements and prepared unaudited financial statements, if necessary, so as to allow LEXON to comply with its reporting requirements to the SEC in connection with the proposed transaction. (j) The issuance of the LEXON Common Stock shall be exempt from the registration requirements of the Securities Act pursuant to the exemption contained in Rule 506 of Regulation D. (k) Lexon shall effect at least a 1 for 10 reverse split of its common stock; (l) The audit of LEXON'S financial statements for the year ended December 31, 2002 and the reviews of its quarterly financial statements for the quarters ended March 31, 2003, June 30, 2003, and September 30, 2003 shall be completed and all fees and costs connected therewith, estimated to range from $25,000 to $40,000, shall be paid in full by PROVISION using funds already paid to Randy Hudson for this purpxxx. XXXXXXXON understands and agrees that if Randy Hudson fails to pay, thxx PROVISION shall be responsible for payment. (m) The annual report on Form 10-KSB for the year ended December 31, 2002 and the Forms 10-QSB for the quarters ended March 31, 2003, June 30, 2003, and September 30, 2003shall be completed and filed with the SEC. All fees and costs connected therewith, estimated to range from $15,000 to $25,000, shall be paid in full by PROVISION. (n) The 14C Information Statement containing the details of the Merger shall be prepared and be ready for filing with the SEC. All fees and costs connected therewith, estimated to range from $10,000 to $20,000, shall be paid in full by PROVISION. (o) The Form 8-K concerning the Merger shall be prepared by LEXON and be ready for filing with the SEC upon Closing of the Merger. PROVISION shall make available its Audited Financial Statements to LEXON to be filed with the Form 8-K; (p) Lexon shall have no assets, other than the stock of its subsidiary, and shall use its best efforts to enter into mutual release and settlement agreements related to the outstanding liabilities as set forth in Exhibit A, hereto, or in the absence of such releases or settlements, to obtain an opinion of counsel or similar evidence sufficient to cause LEXON'S independent accountants to agree that such liabilities can be removed from LEXON'S balance sheets. There is no assurance that LEXON will be able to enter into mutual release and settlement agreements, or obtain an opinion of counsel or similar evidence sufficient to justify removal of such liabilities from LEXON's balance sheets. (q) PROVISION shall pay $30,000 to LEXON for the settlement of outstanding accounts payable; (r) 6.2 Conditions Precedent to the Obligations of PROVISION to Complete the Closing. The obligations of PROVISION to enter into and complete the Closing are subject to the fulfillment on or prior to the Closing Date, of the following conditions, any one or more of which may be waived by PROVISION: (i) All of the terms, covenants, and conditions of this Agreement to be complied with or performed by LEXON at or before the Closing shall have been duly complied with and performed in all material respects, (ii) the representations and warranties of LEXON set forth in Article IV shall be true in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing, and (iii) PROVISION shall have received a certificate to such effect from LEXON. (b) All consents, waivers, approvals, licenses, authorizations of, or filings or declarations with third parties or Governmental Authority restrainingor Regulatory Bodies required to be obtained by LEXON in order to permit the transactions contemplated by this Agreement to be consummated in accordance with agreements and court orders applicable to LEXON and applicable governmental laws, enjoining rules, regulations and agreements shall have been obtained and any waiting period thereunder shall have expired or prohibiting been terminated, and PROVISION shall have received a certificate from LEXON to such effect. (c) All actions, proceedings, instruments, and documents in connection with the consummation of the transactions contemplated by this Agreement, including the forms of all documents, legal matters, opinions, and procedures in connection therewith, shall have been approved in form and substance by counsel for PROVISION, which approval shall not be unreasonably withheld. (d) LEXON shall have furnished such certificates to evidence compliance with the conditions set forth in this Article, as may be reasonably requested by PROVISION or its counsel. (e) LEXON shall not have suffered any Material Effect. (f) No material information or data provided or made available to PROVISION by or on behalf of LEXON shall be incorrect in any material respect. (g) No investigation and no suit, action, or proceeding before any court or any governmental or regulatory authority shall be pending or threatened against LEXON and no investigation and no suit, action, or proceeding before any court or any governmental or regulatory authority shall be pending or threatened against any of its affiliates, associates, officers, or directors seeking to restrain, prevent, or change in any material respect the transactions contemplated hereby or seeking damages in connection with such transactions. (h) LEXON shall not have received notification from the NASD that it is not in compliance with the rules and regulations or that quotation of its common stock on the Pink Sheets will cease. (i) LEXON shall satisfy, in a timely manner, the filing requirements set forth in Section 15(d) of the Exchange Act, subject to Section 6.1(l), 6.1(m) and 6.1(n) of this Agreement. (j) PROVISION Shareholders holding no more than 10% of the issued and outstanding PROVISION common stock shall have perfected appraisal rights for their shares in accordance with the Oklahoma Law. (k) LEXON shall have obtained shareholder approval of the Share Exchange and for an amendment to its articles of incorporation to effect a name change to "Provision Operation Systems, Inc." LEXON shall have obtained a new CUSIP number for the common stock in connection with the name change and requested a new Pink Sheet trading symbol . (l) LEXON shall have obtained shareholder approval and shall have effected a 10 for 1 reverse split of its common stock. (m) Following the reverse split mentioned above in subsection (l) the outstanding shares of LEXON common stock shall not exceed 4,757,000 shares and no shares of preferred stock outstanding. Except as set forth in Schedule 4.3(b) of LEXON'S Disclosure Schedule, LEXON shall not have any options, warrants, convertible notes, or other securities convertible into LEXON capital stock outstanding immediately prior to Closing. (n) PROVISION shall have received from LEXON written resignations from all of its officers and directors, such resignations to be effective upon the Closing. LEXON shall have taken any and all necessary steps, as determined by PROVISION, in its sole discretion, to insure the election of PROVISION's nominees to LEXON's Board of Directors, and the appointment of PROVISION's nominees as officers of LEXON, such elections and appointments to be effective upon the Closing. (iio) Each LEXON shall have discontinued all of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date)presently existing business operations, and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respectsno liabilities. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any The Company’s obligation to complete the purchase and sale of the other Transaction Documents, the obligation of Securities and deliver stock certificate(s) and Warrants to the Purchaser to consummate at the Closing shall be subject to the satisfactionfollowing conditions, at any one or prior to the Closing, of each of the following conditions (any more of which may be waived in whole or in part writing by the Purchaser): Company: (ia) There shall not be receipt by the Company of same-day funds in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation full amount of the Closing. purchase price for the Securities being purchased hereunder; (iib) Each completion of the purchases and sales under the Agreements with Purchasers of Securities having an aggregate purchase price of at least eight million US dollars ($8,000,000); (c) the accuracy of the representations and warranties (as if such representations and warranties were made on the Closing Date) made by the Purchasers and the fulfillment of those undertakings and covenants of the Purchasers required to be fulfilled prior to the Closing; (d) the Purchaser shall have executed and delivered to the Company contained in this Agreement and the other Transaction Documents Registration Statement Questionnaire attached hereto as part of the Questionnaire, pursuant to which the Company is a party Purchaser shall be true and correct provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in all material respects as of Rule 501 promulgated under the Closing Securities Act; (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iiie) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of no proceeding challenging this Agreement or any of the other Transaction Documents, the obligation Agreements with any of the Company Other Purchasers or the transactions contemplated hereby or thereby or seeking to consummate prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (f) the sale of Securities shall not be prohibited by any law or governmental order or regulation. The Purchaser’s obligation to accept delivery of the stock certificate(s) and Warrants and to pay for the Securities evidenced thereby shall be subject to the satisfaction, at or conditions: (x) that the representations and warranties made by the Company herein are accurate as of the Closing Date; (y) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Closing, of each of ; and (z) that the following conditions (any of which may Common Stock shall be waived in whole or in part by quoted on the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement Nasdaq National Market System and the other Transaction Documents to which Shares and Warrant Shares duly approved for quotation thereon. The Purchaser’s obligations hereunder are expressly conditioned on the Purchaser is a party shall be true and correct in purchase of Securities having an aggregate purchase price among all material respects as Purchasers of the Closing Date at least eight million US dollars (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date$8,000,000), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the The obligation of the Purchaser Parties to consummate the Closing sale and purchase of the Company Shares as provided hereunder (the “Closing”) shall be subject to (a) the satisfactionreceipt of the Investment Control Clearances, at if applicable, (b) the receipt of the Antitrust Clearances, (c) no injunction, order or prior decree shall be in effect that prohibits or makes illegal the completion of the Transaction, (d) as to the Closing, obligation of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): Purchaser and Parent: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation accuracy as of the Closing. Closing Date (iior, for any representation or warranty that speaks as of a specified date, as of such specified date) Each of the representations and warranties of the Company contained Sellers set forth in this Agreement Articles 8.1 through 8.3 in all but de minimus respects and the other Transaction Documents to which the Company is a party shall be true representations and correct warranties of Sellers set forth in Articles 8.4 through 8.7 in all material respects respects, (ii) no event referred to in Schedule 6.1(c) shall have occurred and (iii) none of the Company or any of its Affiliates or subsidiaries shall have any interest, participation, asset, rights of any nature whatsoever or any commercial arrangement with any Sanctioned Person or Person subject to Sanctions that would or would reasonably be expected to result in the violation of Laws regarding Sanctions by Parent, Purchaser, the Company or their respective Subsidiaries, and (e) as to the obligation of the Sellers: (x) the accuracy as of the Closing Date (except that or, for any such representation or warranty which speaks, by its termsthat speaks as of a specified date, as of a specific date or time other than the Closing, shall be true and correct as of such specified date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained and Parent set forth in this Agreement Articles 9.1. through 9.3 in all but de minimus respects and the other Transaction Documents to which representations and warranties of Purchaser and Parent set forth in Article 9.4 in all respects and the representations and warranties of Purchaser is a party shall be true and correct Parent set forth in Article 9.5 in all material respects as and (y) the delivery by the Purchaser, at least 3 Business Days before the Closing, of the Closing Date (except evidence that the representation and warranty Purchaser either holds the full amount of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with cash required by the Purchaser as of Offer or prior to has secured certain funds bank financing for the Closing shall have been performed or complied with by the Purchaser in all material respectssame amount. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. 3.01 The obligation of the Assignor to complete the sale of the Assignor's Interest pursuant hereto is subject to the following conditions being satisfied: (a) Notwithstanding all covenants, representations and warranties made by the Vendor hereunder shall have been complied with and remain true at the Closing Date; (b) at the Closing Date, the purchase and sale hereby agreed to shall comply with all legal requirements and restrictions; (c) the Vendor shall have delivered to the Parent Company, share certificates for 800,000 common shares of the Parent Company, and free and clear of all charges, liens and encumbrances; and (d) on the Closing Date, no suit, action or other proceeding is pending or threatened before any other provision court or government agency which might result in impairment or loss of this Agreement or the Property. The foregoing conditions shall be for the exclusive benefit of the Assignor and may, without prejudice to any of the other Transaction Documents, the obligation rights of the Purchaser to consummate the Closing shall be subject Assignor hereunder (including reliance on or enforcement of warranties or covenants which are preserved dealing with or similar to the satisfaction, at condition or prior to the Closing, of each of the following conditions (any of which may waived) be waived by it in writing, in whole or in part by part, at any time. In case any of the Purchaser): (i) There said conditions shall not be complied with, or waived by the Assignor, at or before the Closing, the Assignor may rescind and terminate this agreement by written notice to the Vendor and, in force any order or decreesuch event, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation Assignor and the Vendor shall be released from all obligations hereunder. 3.01 The obligation of the Closing.Vendor to complete the purchase of the Assignor's Interest pursuant hereto is subject to the following conditions being satisfied: (iia) Each of the all covenants, representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with made by the Company as of or prior to the Closing Assignor hereunder shall have been performed or complied with by and remain true at the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof.Closing Date; (b) Notwithstanding at the Closing Date, the purchase and sale hereby agreed to shall comply with all legal requirements and restrictions; (c) at the written request of the Vendor, the Assignor and the Parent Company shall have caused to be recorded in the office of the governmental agency, the transfer, to the Vendor of a 75% undivided interest in and to the Property; and (d) on the Closing Date, no suit, action or other proceeding is pending or threatened before any other provision court or government agency which might result in impairment or loss of this Agreement or the Property. The foregoing conditions shall be for the exclusive benefit of the Vendor and may, without prejudice to any of the other Transaction Documents, the obligation rights of the Company to consummate the Closing shall be subject Vendor hereunder (including reliance on or enforcement of warranties or covenants which are preserved dealing with or similar to the satisfaction, at condition or prior to the Closing, of each of the following conditions (any of which may waived) be waived by it in writing, in whole or in part by part, at any time. In case any of the Company): (i) There said conditions shall not be in force any order complied with, or decreewaived by the Vendor, statute, rule at or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of before the Closing, the Vendor may rescind and terminate this agreement by written notice to the Assignor and, in such event, the Vendor and the Assignor shall be released from all obligations hereunder. (ii) Each of 3.02 At the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in Closing, provided that all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall conditions precedent have been performed satisfied or complied with by waived, the Purchaser in all material respectsAgreement shall terminate. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of Buyer's obligation to effect the other Transaction Documents, the obligation of the Purchaser to consummate the Closing Merger shall be subject to the satisfaction, at or prior to the Closing, satisfaction of each all of the following conditions set forth in this subparagraph 7.1 (any of which may be a) (unless expressly waived in whole writing by it at, or in part by the Purchaserany time prior to, Closing): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation The representations and warranties of the ClosingShareholders, CDFG and the Subsidiaries contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of the Shareholders, CDFG, or any Subsidiary shall have been true and complete when -50- 56 made and shall also be true and complete at and as of the time of Closing (except for changes permitted under Section 5.1 of Article V). (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaksThe Shareholders, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date)CDFG, and each of the covenants Subsidiary shall have caused all covenants, agreements and agreements of the Company conditions required by this Agreement to be performed or complied with by the Company as each of or them prior to the or at Closing shall have been to be so performed or complied with by the Company in all material respectswith. (iii) The Company Shareholders shall have delivered to Buyer a certificate, signed by each of the Shareholders and dated as of the Closing, certifying as to the fulfillment of the conditions set forth in clauses (i) and (ii) of this subparagraph 7.1(a). (iv) The President of CDFG and each Subsidiary shall have delivered to Buyer a certificate, signed by each of them and dated as of the Closing, certifying as to the fulfillment of the conditions set forth in clauses (i) and (ii) of this subparagraph 7.1(a). (v) No action or proceeding shall have been instituted and remain pending by or before any court or other governmental body or arbitration tribunal seeking, and there shall not be in effect any injunction, order or decree of a court of competent jurisdiction the effect of which is, (x) to restrain or prohibit or to recover damages in respect of the transactions contemplated by this Agreement, (y) to revoke or suspend any material license, permit, order or approval, or (z) to question the validity or legality of this Agreement or any action taken or to be taken pursuant hereto or the consummation of the transactions contemplated hereby, and there shall be no such action or proceeding pending which, if adversely determined, would materially and adversely affect, or injunction, order or decree in effect which materially and adversely affects, the business, financial condition and operations of CDFG or any Subsidiary. (vi) The NASD Approval shall have been obtained. (vii) All lessors under leases and parties to agreements of CDFG and each Subsidiary, other than such leases and agreements which do not require consent for the consummation of the transactions contemplated by this Agreement, shall have consented in writing to the consummation of the transactions contemplated hereby. At Closing, the Shareholders shall deliver to Buyer copies of all consents referred to in the preceding sentence. (viii) The Shareholders shall have furnished Buyer with an opinion of counsel as to the status of the Shareholders, CDFG, and each Subsidiary and the transactions contemplated by this Agreement substantially in the form of Exhibit G. (ix) Since December 31, 1999, except as set forth on Schedule 7.1, there shall not have been any material adverse change in the business, financial condition or operations of CDFG or any Subsidiary. (x) All corporate proceedings in connection with the transactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in all material respects in substance and form to Buyer; (xi) The Employment Agreements attached hereto as Exhibit C shall have been executed by Michxxx Xxxxxx (xii) [omitted] -52- 58 (xiii) The originals (to the extent reasonably available to the Shareholders) or duplicates of all of the minute books, stock books and all other corporate and business records or documents of CDFG and each Subsidiary shall have been delivered or made available to Buyer; (xiv) Either an affidavit that the Shareholders is not a foreign person (as provided in I.R.C. Sec. 1445(b)(2) or an affidavit of CDFG and each Subsidiary that complies with I.R.C. Sec. 1445(b)(3) shall have been properly executed. (xv) All books and records of CDFG and Subsidiary shall have been delivered or made available to Buyer at a location specified by Buyer. (xvi) The holders of a majority of the CDFG Common Stock entitled to vote shall have approved this Agreement by written consent or at a duly noticed annual or special meeting of CDFG's shareholders. (xvii) At Closing, the consolidated net working capital of CDFG and its Subsidiaries shall be at least the Minimum Combined Net Working Capital; the net capital of First Colonial shall be at least the Minimum Required Focus Net Capital; and CDFG shall have at least $800,000 in cash on hand, excluding any amounts contributed by Buyer hereunder and any capital attributable to NW Holdings, Inc. or First Level Securities, Inc. (xviii) The Shareholders shall have provided the Financial Statements to Buyer. (xix) The Shareholders shall have executed the Closing Escrow Agreement and shall have pledged the Closing Escrow Shares pursuant thereto. (xx) CDFG shall have delivered the certificates Certificate of Merger. (xxi) The results of Buyer's due diligence of CDFG and Subsidiary shall be satisfactory to Buyer in its sole discretion. (xxii) The Shareholders shall have executed a Stockholders Agreement in the other documents form of Exhibit F hereto. (if anyxxiii) required Holders of no more than an aggregate of 400,000 shares of CDFG Common Stock shall have failed to be delivered by it pursuant grant their consent to Section 2(b)(ii) in accordance with the provisions thereofMerger. (b) Notwithstanding any other provision of this Agreement or any of The Shareholders' obligation to close the other Transaction Documents, the obligation of the Company to consummate the Closing Merger shall be subject to the satisfaction, at or prior to the Closing, satisfaction of each all of the following conditions set forth in this subparagraph 7.1 (any of which may be b) (unless expressly waived in whole writing by it at, or in part by the Companyany time prior to, Closing): (i) There The representations and warranties of Buyer contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of Buyer shall not have been true and complete when made and shall also be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation true and complete at and as of the time of Closing. (ii) Each of the representations Buyer shall have caused all covenants, agreements and warranties of the Purchaser contained in conditions required by this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or it prior to the or at Closing shall have been to be so performed or complied with by the Purchaser in all material respectswith. (iii) The Purchaser Buyer shall have paid the Purchase Price delivered to the CompanyShareholders a certificate, signed by wire transfer its chairman, president or a vice president, and dated as of immediately available funds pursuant to payment instructions furnished by the Company Closing, certifying as to the Purchaserfulfillment of the conditions sat forth in clauses (i) and (ii) of this subparagraph 7.1(b). (iv) The Company There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of the Merger and no action or proceeding alleging that the consummation of the Merger violates or will violate any federal or state law, rule or regulation shall have received been instituted by or before any court or governmental body to restrain or prohibit the Shareholders from selling, or to recover damages from the Shareholders in respect of the Merger, unless Buyer elects to fully indemnify and defend the Shareholders in respect thereof. (v) The NASD Approval shall have been obtained. (vi) Buyer shall have furnished CDFG and the Shareholders with an opinion of counsel as to the status of Buyer and the transactions contemplated by this Agreement substantially in the form of Exhibit H. (vii) All corporate proceedings in connection with the transactions contemplated by this Agreement and all documents required and instruments incident thereto, shall be reasonably satisfactory in all material respects in substance and form to the Shareholders. (viii) Buyer shall have furnished evidence to the reasonable satisfaction of the Shareholders of a contribution of the sum of $500,000 to CDFG to be received by used as set forth in Section 2.9 hereof. (ix) Buyer shall have delivered the Company Merger Consideration to the Shareholders in such amounts as described in Paragraph 2.2 hereof, subject to the contribution of the Closing Escrow Shares pursuant to Section 2(b)(iithe Closing Escrow Agreement as described in Paragraph 2.8 hereof. (x) in accordance with the provisions thereofThe board of directors of Buyer shall have approved this Agreement.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The Definitive Agreement shall provide that the Transactions are expressly conditioned upon the following: a. NXT shall have delivered Audited Financial Statements, as described in Section 1(b). b. The Company shall have satisfied all of this Agreement or any of its periodic reporting requirements with the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or Securities and Exchange Commission prior to the Closing, and the Company shall deliver to NXT all necessary materials, financial and otherwise in order to continue and maintain accurate records and filings with the Securities and Exchange Commission. The Company will work with the SEC approved auditor identified by NXT to coordinate the filing of each a Form 8-K, the Company will direct current financial representatives to prepare a copy of all current financial records; and the Company will direct current financial representatives to issue letter expressing satisfaction of all filings to be included in a Form 8-K; and c. All third party and other consents required for the Transaction shall have been obtained; and d. The Transaction shall have been approved by all necessary entity action on the part of NXT, the Company and any subsidiary in accordance with all applicable law; and e. No action, suit or proceeding shall have been instituted or, to the knowledge of the following conditions (parties, be pending or threatened before any of which may be waived in whole court or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation other governmental body by any Governmental Authority restrainingpublic agency or governmental authority seeking to restrain, enjoining enjoin or prohibiting prohibit the consummation Transaction or to seek damages or other relief in connection therewith against any member of management of either NXT or the Company; and f. No action, suit or proceeding shall have been instituted or, to the knowledge of the Closing. (ii) Each parties, be pending or threatened before any court or other governmental body by any private party, public agency or governmental authority seeking to restrain, enjoin or prohibit the Transaction or to seek damages or other relief in connection therewith against any member of management of either NXT or the representations and warranties of the Company. The Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or indemnify NXT against potential litigation arising from activities prior to the Closing Transaction, and NXT shall have been performed or complied with by indemnify the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or against potential litigation arising from activities prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.Acquisitions; and

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligations of each Venturer under this Agreement or any of the other Transaction Documentsshall, the obligation of the Purchaser to consummate the Closing shall at its option, be subject to the satisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation have been no material breach by any Governmental Authority restraining, enjoining or prohibiting Venturer in the consummation performance of the Closing. (ii) Each any of its covenants and agreements herein; each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party Venturer shall be true and correct in all material respects as of on the Closing (Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the other Venturer and except that any such representation or warranty which speaks, by its terms, made as of a specific specified date or time other than pursuant to the Closing, express terms of this Agreement shall be true and correct as of such date); and there shall have been delivered to the other Venturer a certificate or certificates to such effect, and each dated as of the covenants and agreements Closing Date, signed on behalf of the Company other Venturer by the President or other senior officer of such other Venturer. (b) No action, suit or proceeding shall have been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (c) The parties shall have received all governmental regulatory approvals, if any, necessary to consummate the transactions contemplated hereby which are required to be performed or complied with by the Company as of obtained on or prior to the Closing by applicable law or regulations. (d) UWIC and HCSC shall have been performed obtained commitments for excess reinsurance agreements that are reasonably acceptable to the parties. (e) The Company and UWIC shall have executed the Underwriting Management Agreement. (f) On or complied with by prior to the tenth business day after the execution of this Agreement, the parties shall have executed a Stock Purchase Commitment pursuant the terms and conditions of which; (i) United Wisconsin Services, Inc. shall purchase from HCSC 50% of the Common Stock (the "Purchased Stock") of Third Coast Holding Company in all material respects(including its subsidiaries) (collectively "Third Coast") and contribute the Purchased Stock to the Company. (ii) HCSC shall contribute the remaining 50% of the Common Stock of Third Coast to the Company. (iii) The United Wisconsin Services, Inc. shall pay for the Purchased Stock with Common or Preferred stock of United Wisconsin Services, Inc., notes of United Wisconsin Services, Inc., cash, or any combination thereof at UWS's option, having a value equal to 50% of the adjusted book value of Third Coast as determined by an independent appraiser satisfactory to both parties; provided that the parties shall use their best efforts to cause Third Coast to be able to pay to HCSC, prior to the Closing of the purchase and sale of the Purchased Stock, the surplus notes owed by Third Coast to HCSC for the Purchased Stock. In the event that the parties do not agree to a Stock Purchase Commitment on or before the tenth business day after the execution of this Agreement, either party may terminate this Agreement and neither party shall have any liability to the other party with respect to the transactions described herein. In connection with the Stock Purchase Commitment, the parties shall negotiate in good faith to amend Article 3 of this Agreement to have HCSC receive the economic effect of a ceding of 50% of the Company's business written after the closing of the Stock Purchase Commitment. (g) Third Coast and the Company shall have delivered executed an Administrative Services Agreement relating to the certificates and administration of claims on policies written by Third Coast prior to the other documents (if anyclosing of the transactions contemplated by Section 6.2(f) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofhereof. (bh) Notwithstanding any other provision The Company, HCSC and UWS shall have agreed on a business plan and cash flow projection relating to the Company. (i) UWS shall have received approval of this Agreement or any by its Board of Directors. (j) UWS shall have received an unqualified opinion of tax counsel of UWS's choice that the consummation of the transactions contemplated by this Agreement will not, either by itself or in combination with any other Transaction Documentstransaction, cause the obligation spin-off of the Company UWS's managed care and specialty businesses from its small group businesses to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived taxable in whole or in part by to UWS, American Medical Security Group, Inc. ("AMSG") or the Company): (i) There shall not be in force any order shareholders of UWS or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) AMSG. Each of the representations and warranties of the Purchaser contained in this Agreement and Venturer agrees to notify the other Transaction Documents to which Venturer promptly in the Purchaser event such Venturer determines that it is a party shall be true and correct in all material respects as of the Closing Date (except unlikely that the representation and warranty of the Purchaser any condition set forth in this Section 3(h) hereof shall 4.2 will not be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or satisfied prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsClosing. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any SECTION 7.1. Conditions to the Company's Obligations. The obligations of the other Transaction Documents, the obligation of the Purchaser Company hereunder required to consummate be performed at the Closing shall be subject subject, at its election, to the satisfactionsatisfaction or waiver (which waiver, if so requested by Proha, shall be made in writing), at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company Proha contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects on and as of the Closing (Date, as if such representation or warranty was made as of the Closing, except to the extent that any such representation or warranty which speaks, by its terms, is made as of a specific date specified date, in which case such representation or time other than the Closing, warranty shall be have been true and correct as of such specified date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction DocumentsProha shall have performed in all material respects all obligations and agreements, the obligation of the Company to consummate the Closing shall be subject to the satisfactionand complied in all material respects with all covenants, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date)Documents, and each of the covenants and agreements of the Purchaser to be performed or and complied with by the Purchaser as of Proha at or prior to the Closing Date. (c) All material governmental and regulatory approvals and clearances and all third-party consents necessary for the consummation of the transactions contemplated by the Documents to occur on the Closing Date shall have been performed obtained and shall be in full force and effect, the Company shall reasonably be satisfied that the consummation of such transactions does not and will not contravene any Applicable Law, except to the extent any contravention or complied with by contraventions, individually or in the Purchaser aggregate, could not, individually or in all material respectsthe aggregate, reasonably be expected to have a Material Adverse Effect. (iiid) The Purchaser Proha shall have paid delivered to the Purchase Price Company a certificate, executed by Proha or on its behalf by a duly authorized representative, dated as of the Closing Date, certifying that each of the conditions specified in this Section 7.1 has been satisfied with respect to Proha. (e) All Documents, instruments, agreements and arrangements relating to the transactions contemplated by the Documents shall be reasonably satisfactory to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished shall have been executed and delivered by the Company parties thereto be in full force and effect and no party to any of the Purchaserforegoing (other than the Company) shall have breached any of its material obligations thereunder. (ivf) There shall be no litigation, proceeding or other action seeking an injunction or other restraining order, damages or other relief from a Governmental Authority pending or threatened which, in the reasonable judgment of the Company, would materially adversely affect the consummation of the transactions contemplated by the Documents on the terms contemplated hereby and thereby and there shall be no litigation, proceeding or other action (including, without limitation, relating to environmental matters or the Artemis Employee Benefit Plans) pending or threatened against the Artemis Entities which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (g) The Company shall have received stock certificates (to the documents required extent certificated) representing the Exchanged Shares as set forth hereunder. (h) Proha shall have delivered to be received by the Company pursuant certificates of the appropriate public officials, if available, to Section 2(b)(iithe effect that each of Proha and each Artemis Entity is a validly existing corporation in good standing (to the extent that the concept of good standing is recognized under the laws of the relevant jurisdiction of organization) in accordance with its jurisdiction of organization dated not more than five (5) days prior to the provisions thereofClosing Date. (i) Proha shall have delivered to the Company a certificate of the Secretary of its Board of Directors (i) certifying that a true and correct copy of the Charter and Bylaws of the Artemis Entities and all resolutions of the Board of Directors of Proha authorizing the execution and delivery of this Agreement and each Document to which Proha is a party and authorizing the performance by Proha of the transactions contemplated hereby and thereby is attached thereto and (ii) containing the incumbency and specimen signature of each of the officers of Proha. (j) Proha's stockholders shall have elected Proha Nominees and the Other Nominees to the Board of Directors of Proha, subject to the completion of the transactions contemplated herein. (k) The Company shall have received Stockholder Approval. (l) The reorganization of the Artemis Entities decribed in Section 6.9 shall have occurred.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any Section 7.1 Conditions to the Company's Obligations. The obligations of the other Transaction Documents, the obligation of the Company with respect to each Purchaser required to consummate be performed on the Closing Date shall be subject to the satisfactionsatisfaction or waiver in writing, at or prior to the Closing, of the following conditions: (a) The representations and warranties of such Purchaser contained in this Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the representations and warranties of such Purchaser which are not so qualified shall be true and correct in all material respects, in each case on and as of the following conditions (any Closing Date except for representations and warranties made as of a specific date which shall be true and correct, or true and correct in all material respects, as the case may be waived in whole or in part by the Purchaser):be, as of such date. (ib) There Such Purchaser shall not have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Purchaser at or prior to the Closing Date. (c) No provision of any Applicable Law shall be in force any order effect which has the effect of making the Transactions illegal or decree, statute, rule shall otherwise restrain or regulation by any Governmental Authority restraining, enjoining or prohibiting prohibit the consummation of the ClosingTransactions. (iid) Each The Purchasers shall have executed and delivered the Registration Rights Agreement. (e) The Purchasers shall have executed and delivered the Stockholders Agreement. (f) The Company shall have received the purchase price payable in respect of each Debenture purchased by such Purchaser. (g) The Purchasers shall have executed and delivered the Escrow Agreement. Section 7.2 Conditions to Purchaser's Obligations. The obligations of each Purchaser required to be performed on the Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement which are qualified by any "materiality", "material adverse effect" or any similar qualifier shall be true and correct in all respects and the other Transaction Documents to which representations and warranties of the Company is a party which are not so qualified shall be true and correct in all material respects respects, in each case on and as of the Closing (Date except that any such representation or warranty which speaks, by its terms, for representations and warranties made as of a specific date or time other than the Closing, which shall be true and correct, or true and correct in all material respects, as the case may be, as of such date). (b) The Company shall have performed in all material respects all of its obligations, agreements and each of the covenants and agreements of the Company contained in this Agreement to be performed or and complied with by the Company as of at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) No provision of any Applicable Law shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (d) The Company shall have delivered the certificates and the other documents (if any) required to be delivered Purchaser a certificate executed by it pursuant or on its behalf by duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a), (b), (c), (f), (j), and (k) of this Section 2(b)(ii) in accordance with the provisions thereof7.2 has been satisfied. (be) Notwithstanding any other provision of this Agreement or any of The Company, DB Capital Partners, Sandler Capital Partners and Zach Lonstein shall have executed and delivered the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the ClosingRegistration Rxxxxx Xxreement. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (ivf) The Company shall have executed and delivered the Warrant Agreement and the Initial Warrants shall have been delivered to the Escrow Agent pursuant to the terms of the Escrow Agreement. (g) The Company, DB Capital Partners, Sandler Capital Partners and the Management Stockholders shall have executed and delivered the Stockholders' Agreement. (h) Each Subsidiary shall have executed and delivered a Guaranty Agreement. (i) Purchasers shall have received an opinion of counsel to the documents required Company, dated the Closing Date, and addressed to Purchasers, in form and substance reasonably acceptable to Purchasers. (j) The Company shall have executed and delivered the Debentures and the Debentures shall have been delivered to the Escrow Agent pursuant to the terms of the Escrow Agreement. (k) there shall not have occurred any event, circumstance, condition, fact, effect or other matter which has had or would reasonably be received expected to have a material adverse effect (x) on the business, operations, results of operations or financial conditions of the Company or (y) on the ability of the Company to perform on a timely basis any material obligation under this Agreement or to consummate the Transactions contemplated hereby. (l) a certificate of the secretary of the Company setting forth (A) a copy of the Certificate of Incorporation of the Company and all amendments thereto as in effect on the date hereof and on the Closing Date all certified by the Secretary of State of the State of Delaware, (B) a copy of the by-laws of the Company, as in effect on the date hereof and on the Closing Date, (C) copies of all resolutions of the Company pursuant to Section 2(b)(iiauthorizing the Transactions; and (D) an incumbency certificate setting forth the name, title and authorized signature of each officer of the Company who will execute documents in accordance connection with the provisions thereoftransaction contemplated hereby. (m) The Company shall have executed and delivered the Management Rights Letter. (n) The Company shall have executed and delivered the Escrow Agreement.

Conditions Precedent to Closing. (a) Notwithstanding any other provision SECTION 5.1. Conditions to Each Party's Obligations. The obligations of this Agreement or any of the other Transaction Documents, the obligation of the Purchaser a party hereunder required to consummate be performed on the Closing Date shall be subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company other party contained in this Agreement and of the other party's parent contained in the Registration Rights Agreement (i) shall have been true and correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects, in the case of clauses (A) and (B), as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The other party shall have performed in all material respects all of its obligations, agreements and covenants contained in this Agreement and the other Transaction Documents to which the Company is a party party's parent shall be true and correct have performed in all material respects as all of its obligations, agreements and covenants contained in the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company Registration Rights Agreement to be performed or and complied with by the Company as of at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) The Company parent of the other party shall have entered into the Registration Rights Agreement and such agreements shall be in full force and effect. (d) The other party shall have delivered the certificates and the other documents (if any) required to be delivered such party a certificate executed by it pursuant or on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraphs (a) through (c) of this Section 2(b)(ii) in accordance with the provisions thereof5.1 has been satisfied. (be) Notwithstanding any other provision of this Agreement or any of Any applicable waiting period under the other Transaction Documents, the obligation of the Company HSR Act with respect to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the ClosingTransactions shall have expired or been terminated. (iif) Each No provision of any Applicable Law, or any injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the representations Transactions. (g) All necessary orders and warranties of permits approving the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in Transactions from all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing applicable state regulatory authorities shall have been performed or complied with by the Purchaser in all material respectsobtained. (iiih) The Purchaser Stockholder Approval shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaserbeen obtained. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding In addition to any conditions provided in other provision provisions of this Agreement or any of Agreement, Purchaser’s obligation to purchase the other Transaction Documents, the obligation of the Purchaser to consummate the Closing Property is and shall be subject to the satisfaction, at or prior to the Closing, of each of conditioned on the following conditions (any of which may be waived in whole or in part by the Purchasereach a “Purchaser Closing Condition”): (i) There That at no time prior to the Closing shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closingfollowing have been done by or against or with respect to Seller or an affiliate of Seller and, as a result thereof, Seller cannot perform its obligations under this Agreement: (i) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (ii) the appointment of a trustee or receiver of any property interest; or (iii) an assignment for the benefit of creditors. (ii) Each On the Closing Date, there shall not be any uncured Unpermitted Exception or any violation of or non-compliance with any law, ordinance, order or requirement relating to the Property which is imposed in writing and delivered to Seller by any governmental authority relating to the Property that would have a material adverse affect on the Property, which is not remedied by Seller. As used herein, the term “material adverse affect” means any one or more conditions that would result in a cost of not less than $100,000 in the aggregate or affect the income of the Property by not less than $25,000 annually, in the aggregate. (iii) If the transaction contemplated hereby shall require authorization or approval of any governmental agency having jurisdiction over the Property, all such authorizations and approvals shall have been obtained and shall be in full force and effect on and as of the Closing Date. If such authorizations and approvals shall not have been obtained on or prior to the last day for Closing hereinabove provided, the Closing Date may be deferred, at the election of either party, for an additional period of time, not to exceed 30 days, as shall be necessary to obtain any authorizations or approvals not then obtained. (iv) There shall be no more than five (5) Tenant Claims, or any number of Tenant Claims in excess of $25,000 in the aggregate, outstanding at Closing that have not been cured by Seller. (v) There shall be no active remediation activities at the Property in an amount more than $25,000 for any single occurrence with respect to mold, water damage, fungi, bacteria or other biological growth or biological growth factors at the Property. (vi) Seller has delivered to Purchaser at Closing a reaffirmation of the representations and warranties (“Seller’s Reaffirmation of Representation and Warranties”) executed by Seller, in the Company contained in this Agreement form of Exhibit N attached hereto and made a part hereof. (vii) Seller shall have delivered to Purchaser no later than five (5) days prior to the other Transaction Documents to which the Company Closing Date a Retail Tenant Estoppel Certificate that is a party shall be true and correct consistent in all material respects as with the form of Exhibit X hereto from all of the Closing following retail tenants (except that any such representation or warranty which speaksthe “Select Tenants”): Apogee Telecomm, by its termsInc., as Longhorns Market, Board of a specific date or time other than the Closing, shall be true and correct as of such date), and each Regents of the covenants University of Texas and agreements Cingular, relating to their respective leases of retail space in the Company to be performed or complied with by the Company Improvement as of or prior to the Closing shall have been performed or complied with by the Company described in all material respects. (iiiSection 1(b) The Company shall have delivered the certificates hereof and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofExhibit A-2. (b) Notwithstanding any other provision If there is a failure of this Agreement or any of the other Transaction Documentsa Purchaser Closing Condition, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): Purchaser can either (i) There waive such failure and close this transaction, or (ii) notify Seller in writing that Purchaser has elected to terminate this Agreement and obtain a return of the Xxxxxxx Money (which notice shall specify the details of such failure); provided, however, that a termination by Purchaser for a failure of a Purchaser Closing Condition shall not be in force any order or decreebecome effective until the Closing Date, statute, rule or regulation and then only if the Purchaser Closing Condition shall not have been satisfied by any Governmental Authority restraining, enjoining or prohibiting the consummation such time and date. In event of termination for a failure of a Purchaser Closing Condition Purchaser shall receive a full refund of the ClosingXxxxxxx Money, and except as may be specifically set forth elsewhere in this Agreement, neither party shall have any further liability hereunder. (iic) Each A failure of the representations and warranties of the any Purchaser contained in Closing Condition under this Agreement and the other Transaction Documents Section 20 shall not limit or supersede any remedy to which the Purchaser either party is otherwise entitled under this Agreement, including (without limitation) any remedy for a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed default or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsbreach. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding 3.1 The obligation of the Purchaser to consummate the Closing is conditional on the satisfaction or waiver of all of the following on or prior to the Closing Date: 3.1.1 there shall not be any other provision injunction, decision, order or decree of any nature of any court or Governmental Authority, or any proceeding pending or threatened that could result in such an injunction, decision, order or decree, restraining, prohibiting or preventing any aspect of the Transaction; 3.1.2 there shall not have been any action, or any statute, law or regulation enacted by any Governmental Authority which would cause any Party to be unable to consummate any aspect of the Transaction, make any aspect of the Transaction illegal or prohibit, restrict or delay the consummation of any aspect of the Transaction; 3.1.3 the Seller and its Affiliates shall have performed and complied with all covenants and agreements required by this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of Seller or its Affiliates on or prior to the Closing Date, except for any non-performance or non-compliance of any covenant or obligation in Clause 5.1 or Clause 5.2 that does not have a Material Adverse Effect; 3.1.4 the Warranties given by the Seller shall be true and accurate as of the Closing Date (except for breaches and inaccuracies that do not have a Material Adverse Effect (such exception not applying to the Fundamental Warranties) and/or have been remedied (at the cost of the Seller) to the reasonable satisfaction of the Purchaser); 3.1.5 the completion of the capitalisation and/or retirement or other settlement of the Intercompany Loans in accordance with Clause 3.12; and 3.1.6 the Seller shall have terminated the Intra-Group Agreements to the reasonable satisfaction of the Purchaser. 3.2 The obligation of the Seller to consummate the Closing is conditional on the satisfaction or waiver of all of the following on or prior to the Closing Date: 3.2.1 there shall not be any injunction, decision, order or decree of any nature of any court or Governmental Authority, or any proceeding pending or threatened that could result in such an injunction, decision, order or decree, restraining, prohibiting or preventing any aspect of the Transaction; 3.2.2 there shall not have been any action, or any statute, law or regulation enacted by any Governmental Authority which would cause any Party to be unable to consummate any aspect of the Transaction, make any aspect of the Transaction illegal or prohibit, restrict or delay the consummation of any aspect of the Transaction; 3.2.3 the Purchaser and its Affiliates shall have performed or and complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates respects with all covenants and the other documents (if any) agreements required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or its Affiliates on or prior to the Closing Date; and 3.2.4 the Warranties given by the Purchaser shall be true and accurate in all material respects at Closing or, if not true, shall have been performed or complied with remedied (at the cost of the Purchaser) to the reasonable satisfaction of the Seller. 3.3 The sale and purchase of the Target Companies’ Shares is conditional on: (a) the SMC granting its unconditional approval in a final and legally binding decision in respect of the proposed acquisition by the Purchaser in all material respects. of the Slovenian Target and (iiib) The Competition Approvals having been granted or deemed as having been granted under applicable law (collectively, the “Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company Regulatory Approvals”) to the Purchaser. 3.4 The Purchaser shall use its best endeavours to procure that all notifications to the SMC and Competition Authorities under this Agreement shall be submitted not later than 15 (ivfifteen) The Company calendar days following the Execution Date (other than notifications to the Slovenian Competition Protection Agency, where the deadline shall have received be 30 calendar days following the Execution Date) (the “Notifications”) and that all additional information and documents requested by SMC and/or Competition Authorities, are provided promptly throughout the relevant notification process. Subject to applicable law and regulation, the Seller shall provide such information to the Purchaser regarding the businesses and affairs of the Target Companies as the Purchaser may reasonably require in connection with the notifications which the Purchaser is required to be received make to the SMC and/or the Competition Authorities and will timely provide any and all information and documents as requested by the Company pursuant SMC and/or the Competition Authorities, observing, in each case, the deadline set out by the SMC and/or the Competition Authorities. 3.5 Notwithstanding any other provision in this Agreement, the Purchaser shall not be obligated to Section 2(b)(iiaccept any undertakings, conditions or obligations (if any) as may be requested or imposed by the Competition Authorities during the approval process or with respect to their decisions in relation to the acquisition of the Target Companies’ Shares by the Purchaser. For the avoidance of doubt, this Clause is without prejudice to the payment of the termination fee by the Purchaser, if required by Clause 3.7. 3.6 For the purposes of Clauses 3.4 and 3.7, the Purchaser must: (a) promptly notify the Seller of any communication (whether written or oral) to or from the SMC and/or the Competition Authorities and, whenever available, English translations thereof; (b) give the Seller reasonable notice of all meetings and telephone calls initiated by the Purchaser and of all material telephone calls initiated by the SMC and/or the Competition Authorities in connection with the Purchaser’s Regulatory Approvals with the SMC and/or the Competition Authorities and ensure that, where practicable, the Seller (or Seller’s advisers) are present and have an opportunity to participate in them (except to the extent that the SMC and/or the Competition Authorities expressly requests that a party should not be present at the meeting or parts of the meeting); (c) provide the Seller with drafts of all written communications (including, for the avoidance of doubt, all email communications), in English, related to the Purchaser’s Regulatory Approvals and intended to be sent to the SMC and/or the Competition Authorities, give the Seller a reasonable opportunity to comment on them and include comments reasonably requested by the Seller where such comments would not be reasonably expected to prejudice the prospects of obtaining the Purchaser Regulatory Approvals or otherwise prejudice the position of the Target Companies, the Purchaser and/or any of their Affiliates in their dealings with the regulatory authorities; (d) provide the Seller with final copies of all such communications, except that in relation to all disclosure under this sub-clause, business secrets and other confidential material of the Purchaser may be redacted; and (e) without prejudice to Clause 3.4, act in good faith in considering any undertaking or condition requested by the Competition Authorities which is not a Material Remedy. 3.7 The Purchaser shall use its best endeavours to procure (so far as it is so able to procure) that the Purchaser Regulatory Approvals are received on or before 31 December 2017 (the “Long Stop Date”). If the Purchaser Regulatory Approvals have not been obtained by the Long Stop Date and the Purchaser is using its best endeavours to procure the Purchaser Regulatory Approvals at such time, the Purchaser is entitled to, by written notice to the Seller served not less than two Business Days prior to the then current Long Stop Date, extend the Long Stop Date by a calendar month, and references to “Long Stop Date” in this Agreement shall be deemed to refer to the extended Long Stop Date (“Extension Right”). The Purchaser may exercise its Extension Right up to three times. If the Purchaser Regulatory Approvals are not obtained by the Long Stop Date, either Party may terminate the Agreement in accordance with Clause 12 (and Clause 12.4 shall apply) and, the provisions Purchaser shall pay to the Seller by wire transfer within five (5) Business Days of the termination date a fee equal to EUR 7,000,000 (save that such fee shall not be payable: (i) if the Purchaser Regulatory Approvals are not obtained as a result of the Purchaser being required prior to, or still being required as at, the date of the Long Stop Date to offer any Material Remedy and failing to do so; or (ii) where the Purchaser has made the Notifications pursuant to Clause 3.4 and one or more of the Competition Authorities have failed to declare the Notification complete). 3.8 Insofar as permitted under applicable law, the Purchaser may, in its sole discretion, at any time waive, in whole or in part, conditionally or unconditionally, any of the Conditions Precedent set out in Clause 3.1 by notice in writing to the Seller. 3.9 Insofar as permitted under applicable law, the Seller may, in its sole discretion, at any time waive, in whole or in part, conditionally or unconditionally, any of the Conditions Precedent set out in Clause 3.2 by notice in writing to the Purchaser. 3.10 The Parties shall keep each other adequately informed and up to date with respect to their progress toward the satisfaction of their respective Conditions Precedent. 3.11 The Parties shall use their reasonable endeavours to satisfy the Conditions Precedent for which they are responsible by the due date for their satisfaction, but in the event that any Party becomes aware that it will not be able to satisfy any such Condition Precedent in Clauses 3.1 and 3.2 on or before the due date, such Party shall promptly, and in any event not less than ten (10) Business Days before the due date, provide written notice to other Party of its inability to satisfy such Condition Precedent. 3.12 The Seller shall procure that the Intercompany Loans are capitalised, contributed or converted into equity securities of the Target Companies (in which event such securities shall be included in the definition of Target Companies’ Shares and transferred to the Purchaser at Closing (without increase to the Purchase Price in consequence thereof) or otherwise contributed to the equity capital of the Target Companies and the obligations of the Target Companies pursuant to the Intercompany Loans are released irrevocably and in full, in each case without cost to the Target Group and prior to Closing. The Purchaser’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required if the Intercompany Loans are to be retired or otherwise settled other than as aforesaid. 3.13 To the extent that, prior to Closing, the Intercompany Loans are not capitalised and/or retired in accordance with Clause 3.12 and the obligations of the Target Companies pursuant to the Intercompany Loans are not otherwise released, in each case in full or in part, Clauses 2.5, 10.6 and 11.1(b) shall apply.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any The obligations of the other Transaction Documents, the obligation of the Purchaser Parties to consummate the Closing shall be subscription and issuance of the Subscription Shares as contemplated in this Agreement is subject to the satisfaction, at or prior to the Closing, of each satisfaction of the following conditions (any of which may the “Closing Conditions”) on or before Closing: 7.1.1. The following shall be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation obligations of the Company which shall be considered as Conditions Precedent to Closing.: (ii) Each 7.1.1.1. The Company has performed all of the covenants and undertakings required to be performed under this Agreement prior to Closing; 7.1.1.2. All of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party Section 10 shall be true and correct in all material respects as of Execution Date and Closing Date; 7.1.1.3. This Agreement has not been terminated in accordance with the Closing (except that any such representation terms provided herein; 0.0.0.0. Xx applicable law or warranty other legally binding resolution or order shall be in effect which speaks, by its terms, as of a specific date would restrain or time other than prohibit the Closing, or the other transactions contemplated hereby; 0.0.0.0. Xx material action, proceeding or investigation by or before any court or Governmental Authority has been initiated, is pending, or threatened, and no judgment, decree or order has been issued, that would prevent any of the transactions contemplated herein or cause such transactions to be declared unlawful or rescinded; 7.1.1.6. All other conditions to Closing that the Parties may separately agree to in writing have been fulfilled. 7.1.2. The following shall be true and correct the Obligations of the Subscribers which shall be considered as of such date), and each Conditions Precedent to Closing: 7.1.2.1. The Subscribers have performed all of the covenants and agreements of the Company undertakings required to be performed or complied with by the Company as of or each under this Agreement prior to the Closing shall have been performed or complied with by the Company in all material respects.Closing; (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each 7.1.2.2. All of the representations and warranties of the Purchaser Subscribers contained in this Agreement and the other Transaction Documents to which the Purchaser is a party Section 10 shall be true and correct in all material respects as of Execution Date and Closing; 7.1.2.3. This Agreement has not been terminated in accordance with its terms; 0.0.0.0. Xx applicable law or other legally binding resolution or order shall be in effect which would restrain or prohibit the Closing, or the other transactions contemplated hereby; 0.0.0.0. Xx action, proceeding, or investigation by or before any court or Governmental Authority has been initiated, pending, or threatened, and no judgment, decree or order has been issued, that would prevent any of the transactions contemplated herein or cause such transactions to be declared unlawful or rescinded; 7.1.2.6. Execution by the Subscribers of a Lock-up Letter in a form attached herewith which is in a form substantially similar to Annex “B”; 7.1.2.7. Execution by the Subscribers of a waiver on all rights to dividends, and all other upside, gain or returns from the businesses, subsidiaries and affiliates of the Company which shall be effective upon execution of this Agreement and shall continue for a period of one (1) year period from Completion of all Post Closing Date Deliverables which shall be in a form substantially similar to Annex “C”; 7.1.2.8. Execution by the Subscribers of an undertaking which reflects that all assets and cash of the Company will be used for its existing businesses (except excluding businesses of Wavemaker Group Inc.) and which shall be in a form substantially similar to Annex “D”; 7.1.2.9. The amount due for DST has been deposited by the Subscribers to the designated account of the Company; and 7.1.2.10. All other conditions to Closing that the representation and warranty of the Purchaser set forth Parties may separately agree to in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing writing shall have been performed or complied with by the Purchaser in all material respectsfulfilled. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. SECTION 7.1. Conditions to the Company's Obligations. The obligations of the Company hereunder required to be performed on each Closing Date with respect to the Purchaser shall be subject, at its election, to the satisfaction or waiver (which waiver, if so requested by the Purchaser, shall be made in writing), at or prior to the Closing occurring on such Closing Date, of the following conditions: (a) Notwithstanding any other provision The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of such Closing Date. (b) The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants, contained in this Agreement, to be performed and complied with by the Purchaser at or prior to such Closing Date. (c) All material governmental and regulatory approvals and clearances and all third-party consents necessary for the consummation of the transactions contemplated by the Documents to occur on such Closing Date shall have been obtained and shall be in full force and effect, the consummation of such transactions does not and will not contravene any Applicable Law, except to the extent any contravention or contraventions, individually or in the aggregate, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Purchaser shall have delivered to the Company a certificate, executed by the Purchaser or on its behalf by a duly authorized representative, dated as of such Closing Date, certifying that each of the conditions specified in this Section 7.1 has been satisfied with respect to the Purchaser. (e) All documents, instruments, agreements and arrangements relating to the transactions contemplated by the Documents shall be reasonably satisfactory to the Company, shall have been executed and delivered by the parties thereto and no party to any of the foregoing (other Transaction Documents, than the obligation Company) shall have breached any of its material obligations thereunder. SECTION 7.2. Conditions to The Purchaser's Obligations. The obligations of the Purchaser hereunder required to consummate the be performed at each Closing shall be subject subject, at its election, to the satisfactionsatisfaction or waiver (which waiver, if so requested by the Company, shall be made in writing), at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true when made and correct on and as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiib) The Company shall have delivered the certificates performed in all material respects all obligations and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) agreements, and complied in accordance all material respects with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documentsall covenants, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents Documents, to which be performed and complied with by it at or prior to such Closing Date, and there shall exist no Event of Default (as defined in the Credit Agreement) under the Credit and Security Agreements. (c) The Company shall have entered into or caused to become effective such agreements and governing documents as the Purchaser is a party shall be true and correct in all material respects as may deem reasonably appropriate to effect the provisions of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date)Voting Agreement, and each of such agreements and documents shall be in full force and effect. (d) The Company's Board of Directors shall consist of not more than 11 directors. If immediately following the covenants and agreements subject Closing, the Purchaser would beneficially own securities of the Company that constitute, or if exercised, exchanged or converted into Common Stock would constitute, at least 33-1/3% of the aggregate issued and outstanding Common Stock, provided that the Purchaser has given notice to be performed the Company at least two Business Day's prior to a Closing (without duplication) of its Purchaser Nominees, the Company shall have appointed a total of six of such Purchaser Nominees (or complied with such lessor number as provided by the Purchaser) to serve as members of the Company's Board of Directors. (e) All Documents and all documents, instruments, agreements and arrangements relating to the transactions contemplated by the Documents shall be reasonably satisfactory to the Purchaser, shall have been executed and delivered by the parties thereto, be in full force and effect and no party to any of the foregoing (other than the Purchaser) shall have breached any of its material obligations thereunder. (f) (i) Since December 31, 1999, no change, occurrence or development shall have occurred, been threatened or become known to the Purchaser as that could reasonably be expected to have a Material Adverse Effect, (ii) the Purchaser shall not have become aware of any information or other matter relating to the Company (x) of which the Company (but not the Purchaser) had knowledge on or prior to the Closing date of this Agreement, (y) that, in the Purchaser's reasonable judgment, is inconsistent with any information or other matter relating to the Company disclosed to the Purchaser by the Company or any of its representatives prior to the date of this Agreement, and (z) would have been viewed by the Purchaser, in its reasonable judgment, as having materially and adversely altered the total mix of information made available to the Purchaser prior to the date of this Agreement. For purposes of this Section 7.2(f), the Company shall be deemed to have "knowledge" of a particular fact or other matter if (I) any individual who is serving, or who has at any time served, as a director, officer or management-level employee of the Company is actually aware of such fact or other matter; or (II) a prudent individual serving as a director, officer or management-level employee of the Company could be expected to discover or otherwise become aware of such fact or other matter in the diligent exercise of his or her duties in such capacity. There shall have been performed or complied no material adverse development in any pending litigation that in the reasonable good faith judgment of the board of directors of the Purchaser, after consultation with by legal counsel, could reasonably be likely to result in a material adverse judgment against the Purchaser Company resulting in all material respectsdamages (after taking into account any recoveries under available insurance) in an amount in excess of $3,000,000. (iiig) Since December 31, 1999, the business of the Company shall have been operated in compliance with all Applicable Laws, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (h) There shall be no litigation, proceeding or other action seeking an injunction or other restraining order, damages or other relief from a Governmental Authority pending or threatened which, in the reasonable judgment of the Purchaser, would materially adversely affect the consummation of the transactions contemplated by the Documents on the terms contemplated hereby and thereby and there shall be no litigation, proceeding or other action (including, without limitation, relating to environmental matters or the Benefit Plans) pending or threatened against the Company or its Subsidiaries which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) During the seven-calendar-day period ending on such Closing Date, (A) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall not have been suspended and minimum prices shall not have been established on either of such exchanges or such market by such exchange or by the Commission, and (B) a general banking moratorium shall not have been declared by Federal or New York or California authorities. (j) All registration rights agreements with the Company shall have been amended to provide that no other person will exercise any demand or piggy back registration rights without the prior written consent of the Purchaser. (k) All governmental and regulatory approvals and clearances and all third-party consents necessary for the consummation of all of the transactions contemplated by the Documents to occur on such Closing Date shall have been obtained and shall be in full force and effect, and the Purchaser shall be reasonably satisfied that the consummation of such transactions does not and will not contravene any Applicable Law, except to the extent any contravention or contraventions, individually or in the aggregate, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) The Company shall have delivered to the Purchaser a certificate, executed by it or on its behalf by a duly authorized representative, dated as of such Closing Date, certifying that each of the conditions (other than any condition the fulfillment of which is subject to the reasonable satisfaction of the Purchaser) specified in this Section 7.2 has been satisfied. (m) Sidley & Austin, counsel to the Company, shall have delivered to the Purchaser an opinion, dated such Closing Date, addressed to the Purchaser, substantially in the form attached as Exhibit J hereto. (n) The Purchaser shall have paid received delivery of the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the PurchaserSecurities as set forth hereunder. (ivo) The Company shall have received delivered to the documents required Purchaser certificates of the appropriate public officials to be received the effect that each of the Purchaser and its Subsidiaries is a validly existing corporation in good standing in its jurisdiction of organization dated not more than 5 days prior to the Closing Date. (p) The Company shall have delivered to the Purchaser a certificate of the Secretary of the Company (i) certifying that a true and correct copy of the Charter, Bylaws and all resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and each Document to which the Company is a party and authorizing the performance by the Company pursuant to Section 2(b)(iiof the transactions contemplated hereby and thereby is attached thereto and (ii) in accordance with containing the provisions thereofincumbency and specimen signature of each of the officers of the Company. (q) The Company shall have taken all necessary action so that at least two thirds of the Company's then current Board of Directors shall have approved the election of the Purchaser Nominees.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of 9.1 Purchaser’s obligation to close under this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing Purchase Contract shall be subject to and conditioned upon the satisfaction, at or prior to the Closing, fulfillment in all material respects of each and all of the following conditions (any precedent: 9.1.1 All of which may the documents required to be waived in whole or in part delivered by Seller to Purchaser at the Purchaser): (i) There Closing pursuant to the terms and conditions hereof shall not have been delivered and shall be in force any order or decree, statute, rule or regulation form and substance required by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closingthis Purchase Contract. (ii) Each of the 9.1.2 Seller’s representations and warranties of the Company contained set forth in this Agreement Purchase Contract shall have been true and the other Transaction Documents to which the Company is a party correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Closing (except that any Effective Date as though such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true representations and correct warranties were made at and as of such date), date and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing time. 9.1.3 Seller shall have been performed or complied with by the Company with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder, subject to the cure rights in Article 12. (iii) The Company 9.1.4 On or before March 6, 2014, the Seller and Purchaser shall have delivered agree to the certificates terms of the Access, Amenity and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofSanitary Sewer Easement Agreement and Cross Easement Agreement. (b) Notwithstanding 9.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any other provision litigation or threatened litigation which, if determined adversely, would restrain the consummation of this Agreement or any of the other Transaction Documentstransactions contemplated by this Purchase Contract or declare illegal, the obligation invalid or nonbinding any of the covenants or obligations of the Purchaser. 9.1.6 All parties to the Phase 2 Contract (other than Purchaser) shall have executed the Phase 2 Contract and such parties shall not be in default of any of their obligations in the Phase 2 Contract, subject to any cure period provided thereunder. 9.1.7 The Title Company shall commit to consummate issue a Title Policy to Purchaser, subject only to the Closing Permitted Exceptions with the following endorsements: a non-imputation endorsement and ALTA 3.1-06, 8.2, 9.2-06, 17-06, 17.2, 18.1-06, 19-06, 22, 25-06, 26-06 if Buyer obtains a PZR (or similar type) report and 28.1-06 endorsement. 9.2 Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller’s obligation to close with respect to conveyance of the Property under this Purchase Contract shall be subject to and conditioned upon the satisfaction, at or prior to the Closing, fulfillment of each and all of the following conditions (any of which may be waived in whole or in part by the Company):precedent: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the 9.2.1 Purchaser’s representations and warranties of the Purchaser contained set forth in this Agreement Purchase Contract shall have been true and the other Transaction Documents to which the Purchaser is a party correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Closing Effective Date (except that the representation as though such representations and warranty warranties were made at and as of such date and time. 9.2.2 Purchaser shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder, subject to the cure rights in Article 12. 9.2.3 Purchaser shall have executed the Phase 2 Contract and Purchaser shall not be in default of any obligations contained in the Phase 2 Contract subject to any cure period provided thereunder. 9.2.4 On or before March 6, 2014, the Seller and Purchaser shall agree to the terms of the Access, Amenity and Sanitary Sewer Easement Agreement and Cross Easement Agreement. 9.3 If any conditions set forth in Section 3(h9.1 are not satisfied or waived by Purchaser or the conditions in Section 9.2 are not satisfied or waived by Seller, the Purchaser (as to the condition in Section 9.1) hereof or Seller (as to the conditions in Section 9.2) shall have the right to elect the remedy set forth in Article 12, if such, failure of condition is also an event of default and if such condition is not also an event of default, such party shall have the right to terminate this Agreement upon written notice to the other party prior to Closing, whereupon the Deposit shall be true returned to Purchaser and correct in the parties released of all respects as of such date), and further obligations each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price other, except as to the Company, by wire transfer Surviving Obligations which survive termination of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaserthis Agreement. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. The effectiveness of this Agreement (which shall occur on the Closing Date) is subject to the satisfaction of the following conditions precedent as of the Closing Date on or before March 1, 2012 (and if the following conditions precedent are not satisfied by such time, this Agreement shall automatically terminate): (a) Notwithstanding any each Party shall have received, in a form satisfactory to it, opinions from counsel to the other provision Party covering due authorization, execution and delivery of this the Capital Protection Documents by the other Party, in each case in form and substance reasonably satisfactory to such Party; (b) each Party shall have received, in a form satisfactory to it, copies of all Capital Protection Documents duly executed and delivered by the other Party and, where applicable, the Guarantor; (c) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the Custody Agreement duly executed by the Trust and the Custodian; (d) the Capital Protection Provider shall have received an officer’s certificate of the Fund, dated as of the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Capital Protection Provider, executed by the President or any Vice President or any Responsible Officer of the other Transaction Documents, Fund and the obligation Secretary or any Assistant Secretary on behalf of the Purchaser Fund and which certificate shall include (i) the incumbency and signature of the officers of the Fund executing any Capital Protection Document, or having authorization to consummate execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) true and complete copies of the Organizational Documents and each Prospectus of the Fund and the Organizational Documents of the Trust, certified as of the Closing shall be subject to Date as complete copies thereof by the satisfactionSecretary or an Assistant Secretary of the Fund or the Trust, at as applicable, (iii) certificates dated as of a recent date from the Secretary of State or prior to other appropriate authority, evidencing the Closing, good standing of each of the following conditions Trust and the Fund (any x) in the jurisdiction of which may its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be waived expected to have a Material Adverse Effect with respect to the Fund; (e) the Capital Protection Provider shall have received an officer’s certificate of the Adviser, dated as of the Closing Date, substantially in whole or the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in part form and substance to the Capital Protection Provider, executed by the Purchaser): President or any Vice President or any Responsible Officer of the Adviser and the Secretary or any Assistant Secretary on behalf of the Adviser and which certificate shall include (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation incumbency and signature of the Closing. officers of the Adviser executing any Capital Protection Document, or having authorization to execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) Each true and complete copies of the representations and warranties Organizational Documents of the Company contained Adviser, certified as of the Closing Date as complete copies thereof by the Secretary or an Assistant Secretary of the Adviser, (iii) certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Adviser (x) in the jurisdiction of its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect with respect to the Adviser; (f) the Fund shall have received a certificate dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by the Secretary or an Assistant Secretary of the Capital Protection Provider on behalf of the Capital Protection Provider, and which certificate shall include the incumbency and signature of the employees of the Capital Protection Provider authorized to execute on behalf of the Capital Protection Provider any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (g) the Fund shall have received, in a form satisfactory to it, a certificate, dated as of the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by a permanent representative of the Guarantor on behalf of the Guarantor, and which certificate shall include the incumbency and signature of the employees of the Guarantor authorized to execute on behalf of the Guarantor any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (h) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the resolutions, in form and substance reasonably satisfactory to the Capital Protection Provider, of the Board of Directors (or analogous body) of the Fund authorizing the execution, delivery and performance of this Agreement and the other Transaction Capital Protection Documents to which the Company it is a party party, certified on behalf of the Fund by the Secretary or an Assistant Secretary of the Fund, as of the Closing Date, which certification shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), shall be in form and substance reasonably satisfactory to the Capital Protection Provider and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (i) the Capital Protection Provider shall have received, in a form satisfactory to it, a certification that shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), stating on behalf of the Fund that as of the Closing Date: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Closing Date, as though made on and as of the Closing Date; (ii) No Fund Event or Knock-Out Event exists as of the Closing Date; (iii) No licenses, authorizations, consents or approvals as referred to in Section 4.01(n) are required as of the Closing Date or, in the case that such documents are required, that they are required and attaching copies thereof; and (iv) The Aggregate Protected Amount as of the Closing Date does not exceed the Maximum Settlement Amount; (j) the Fund shall have arranged with the Custodian for the Capital Protection Provider and the Agent to directly receive the applicable reports and information contained in Schedule II; (k) the representations and warranties made by the Fund and Capital Protection Provider, respectively, contained in ARTICLE 4 shall be true and correct in all material respects on and as of the Closing Date; (except that any such representation or warranty which speaksl) each Party shall have received, by its termsin a form satisfactory to it, as of a specific date or time all corporate and other than the Closing, shall be true and correct as of such date)proceedings, and each of all documents, instruments and other legal matters reasonably requested by such Party evidencing or confirming the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each accuracy of the representations and warranties made by the other parties hereunder or the authority of such other parties to enter into this Agreement or the other Capital Protection Document to which they are party; and (i) the registration statement of the Purchaser Fund shall have been filed with the Commission and become effective, (ii) the investment policies and objectives of the Fund as described in the Prospectus contained in such registration statement and the description of the Capital Protection Provider and the Capital Protection Agreement in such Prospectus shall, in each case, be reasonably satisfactory to the Agent, and (iii) the Agent shall have determined in its reasonable discretion that any modifications to such Prospectus from the draft most recently filed with the Commission prior to the date of this Agreement do not materially change the rights of the Capital Protection Provider under, or the terms of, this Agreement. Upon receipt the satisfaction of all documentary conditions precedent and its reasonable satisfaction that all non-documentary conditions precedent have been satisfied on or before March 1, 2012, each of the Fund and the Capital Protection Provider will confirm in writing to the other Transaction Documents to which that the Purchaser is a party shall be true conditions precedent have been satisfied, and correct in all material respects as of upon such written confirmation thereof from the Fund and the Capital Protection Provider on or before March 1, 2012, the Closing Date (except shall occur; provided, that such confirmation shall not constitute a waiver of any non-documentary condition that was not satisfied, and the representation and warranty non-defaulting Party shall be entitled to exercise any rights it may have hereunder or under applicable Law arising out of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as failure of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectscondition. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of Purchaser's obligation under this Agreement or any of to purchase the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be Premises is subject to the satisfaction, at or prior to the Closing, fulfillment of each of the following conditions (any conditions, subject, however, to the provisions of which may be waived in whole or in part by the PurchaserSection 9(c): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the material representations and warranties of the Company Seller contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speakstrue, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true accurate and correct in all material respects as of the Closing Date (except that subject to the representation and warranty provisions of Section 7(a)(iv)); (ii) Title to the Purchaser set forth in Section 3(h) hereof Premises shall be true subject to no exceptions other than the Permitted Encumbrances. Seller shall have delivered all the documents required to be executed by Seller and correct other items required pursuant to Section 10, and shall have performed in all material respects as of such date)all other covenants, undertakings and obligations, and each of the covenants and agreements of the Purchaser complied with all conditions required by this Agreement to be performed or complied with by the Purchaser as of Seller at or prior to the Closing Closing; and (iii) Seller shall have been delivered all the documents to be executed by Seller set forth in Section 10. (b) Seller's obligation under this Agreement to sell the Premises to Purchaser is subject to the fulfillment of each of the following conditions, subject, however to the provisions of Section 9(c): (i) Each of the material representations and warranties of Purchaser contained herein shall be true, accurate and correct in all material respects as of the Closing Date (subject to the provisions of Section 7(b)(ii)); (ii) Purchaser shall have delivered the funds required hereunder and all the documents to be executed by Purchaser set forth in Section 11; and (iii) Purchaser shall have performed in all material respects all other covenants, undertakings and obligations, and complied in all material respects with all conditions required by this Agreement to be performed or complied with by Purchaser at or prior to the Purchaser in all material respectsClosing. (c) In the event that any condition contained in Section 9(a) or (b) is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) terminate this Agreement or (iii) The if such failure of a condition is the result of a breach or default by the other party under this Agreement, exercise such other remedies as are permitted by this Agreement. In the event such party elects to terminate this Agreement, this Agreement shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations, and except for such other remedies as are permitted by this Agreement, and except that if Purchaser terminates this Agreement because a condition contained in Section 9(a) is not satisfied, then Purchaser shall have paid be entitled to a return of the Purchase Price Deposit, and accrued interest thereon. Nothing contained in this Section 9(c) shall be construed so as to bestow any right of termination upon a party for the failure of a condition to be satisfied unless such party is expressly entitled to the Company, by wire transfer satisfaction of immediately available funds pursuant to payment instructions furnished by the Company to the Purchasersuch condition as provided in Section 9(a) or (b). (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision All obligations hereunder of this Agreement Seller are subject, at the sole option of Seller, to the fulfillment prior to or any of the other Transaction Documents, the obligation of the Purchaser to consummate at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each and every one of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation All of the Closingagreements and covenants contained in this Agreement that are to be complied with, satisfied and performed by Buyer on or before the Closing Date shall have been complied with, satisfied and performed. (ii) Each All of the representations and warranties of the Company contained made by Buyer in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects both on and as of the date of this Agreement and on and as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iii) The Company Buyer shall deliver at the Closing to Seller all of the payments and documents referred to in Subsection 8(a) hereof. (iv) No suit, action, or proceeding shall be instituted before any court or governmental agency or other body to restrain or prevent the transaction contemplated hereunder, nor shall any governmental investigation relating to the transactions contemplated by this Agreement have delivered been commenced and not resolved by the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofClosing Date. (b) Notwithstanding any other provision All obligations of Buyer under this Agreement are subject, at the sole option of Buyer, to the fulfillment prior to or any of the other Transaction Documents, the obligation of the Company to consummate at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each and every one of the following conditions (any of which may be waived in whole or in part by the Company):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation All of the Closingagreements and covenants contained in this Agreement that are to be complied with, satisfied and performed by Seller on or before the Closing Date shall have been complied with, satisfied and performed. (ii) Each All of the representations and warranties of the Purchaser contained made by Seller in this Agreement and the or in any other Transaction Documents agreement, certificate, financial statement, instrument or document furnished or to which the Purchaser is a party be furnished to Buyer shall be true and correct in all material respects both on and as of the date of this Agreement and on and as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsDate. (iii) The Purchaser business and properties of Seller shall not have paid the Purchase Price to the Companybeen materially adversely affected in any way, whether by wire transfer fire, casualty, act of immediately available funds pursuant to payment instructions furnished by the Company to the PurchaserGod or otherwise. (iv) The Company Seller shall have received deliver at the Closing to Buyer all of the documents required referred to in Subsection 8(b) hereof. (v) No suit, action, or proceeding shall be received instituted before any court or governmental agency or other body to restrain or prevent the transaction contemplated hereunder, nor shall any governmental investigation relating to the transactions contemplated by this Agreement have been commenced and not resolved by the Company pursuant Closing Date. (vi) A court order, acceptable to Section 2(b)(iithe Buyer in its sole discretion, issued by the United States Bankruptcy Court for the Western District of Washington approving this Agreement and the action contemplated herein, in Chapter 11 Case Number 12-10808-MLB. (vii) Receipt of a copy of a Confirmed Plan of Reorganization, acceptable to the Buyer, issued by the United States Bankruptcy Court for the Western District of Washington in accordance with the provisions thereofChapter 11 Case Number 12-10808-MLB.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of Purchaser's obligation under this Agreement or any of to purchase the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be Premises is subject to the satisfaction, at or prior to the Closing, fulfillment of each of the following conditions (any conditions, subject, however, to the provisions of which may be waived in whole or in part by the PurchaserSection 10(c): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company Seller contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speakstrue, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true accurate and correct in all material respects as of the Closing Date except to the extent they relate only to an earlier date (except that subject to the representation provisions of Section 8(a)); (ii) Seller shall be ready, willing and warranty able to deliver title to the Premises in accordance with the terms and conditions of this Agreement; (iii) Seller shall have satisfied the Purchaser condition set forth in Section 3(h26 of this Agreement; (iv) hereof Seller shall be true have delivered all the documents and correct in all respects as of such date)other items required pursuant to Section 11, and each of the covenants shall have performed all other covenants, undertakings and agreements of the Purchaser obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Purchaser as of Seller at or prior to the Closing Closing; and (v) Seller shall have been satisfied the condition set forth in Section 26 of this Agreement. (b) Seller's obligation under this Agreement to sell the Premises to Purchaser is subject to the fulfillment of each of the following conditions, subject, however to the provisions of Section 10(c): (i) the representations and warranties of Purchaser contained herein shall be true, accurate and correct in all material respects as of the Closing Date; (ii) Purchaser shall have delivered the funds required hereunder and all the documents to be executed by Purchaser set forth in Section 12 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by Purchaser at or prior to the Purchaser in all material respects.Closing; (iii) The all consents and approvals of governmental authorities and parties to agreements to which Purchaser is a party or by which Purchaser's assets are bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have paid the Purchase Price been obtained and copies thereof shall have been delivered to Seller at or prior to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser.Closing; and (iv) The Company on or prior to Closing Date, (A) Purchaser shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have received been discharged prior to the documents required Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (B) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (C) Purchaser shall not have made a general assignment for the benefit of creditors, (D) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (E) Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, canceled or terminated prior to the Closing Date. (c) In the event that any condition contained in Section 10(a) or (b) is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) terminate this Agreement. In the event such party elects to terminate this Agreement, this Agreement shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided in Sections 4(a)(i), 14, 15, 18, 24 and 25(e), and except that Purchaser shall be entitled to a return of the Downpayment (together with all interest accrued thereon, if any). Nothing contained in this Section 10(c) shall be construed so as to (x) bestow any right of termination upon a party for the failure of a condition to be received by satisfied unless such party is expressly entitled to the Company pursuant to satisfaction of such condition as provided in Section 2(b)(ii10(a) in accordance with or (b) or (y) reduce or diminish the provisions thereofrights of the parties hereto under Section 17.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligations of this Agreement or any of each Party to close the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be transactions contemplated hereby is subject to the satisfactionfulfillment of the following conditions, or waiver thereof by the party to whom the obligation is due, at or prior to the Closing, of each of and the following Parties will use commercially reasonable efforts to cause such conditions (any of which may to be waived in whole or in part by the Purchaser):fulfilled: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be made by each Party herein are true and correct in all material respects as of the Closing date hereof (except for representations and warranties that any such representation or warranty which speaks, by its terms, speak as of a specific certain date or time other than the Closing, which shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision Each Party shall have complied with all of this Agreement or any of the other Transaction Documents, the obligation of the Company its covenants required to consummate the Closing shall be subject to the satisfaction, performed at or prior to the Closing, of each including the execution and delivery of the following conditions (any of which may be waived documents described in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the ClosingSection 1.6. (iic) Each Seller shall have obtained all necessary approvals and consents of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied its shareholders with by the Purchaser as of or prior respect to the Closing shall have been performed or complied with by the Purchaser in all material respectstransactions contemplated hereby. (iiid) The Purchaser Cheek shall have paid the Purchase Price executed and delivered to the Company, by wire transfer of immediately available funds pursuant Purchaser an employment agreement in form acceptable to payment instructions furnished by the Company to the Purchaser. (ive) The Company Seller and Purchaser shall have received executed and delivered the documents required Escrow Agreement, in form reasonably acceptable to Purchaser and Seller. (f) Purchaser shall be received by the Company pursuant to Section 2(b)(ii) satisfied in accordance its reasonable discretion, with the provisions thereofresults of any environmental investigation and title search that it performs prior to Closing with respect to the Real Property; (g) No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of Purchaser to own the Assets or to own or operate the Business after the Closing. Notwithstanding anything to the contrary in this Agreement, the obligations of Purchaser to close the transactions contemplated hereby are also subject to the payoff amounts reflected in the Payoff Letters being less than Ten Million Nine Hundred Thousand Dollars ($10,900,000).

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the The obligation of each Investor to acquire the Purchaser to consummate Investor Shares at the Closing shall be is subject to the fulfillment to such Investor’s satisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any of which may be waived in whole or in part by the Purchasersuch Investor (as to itself only): (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the for those representations and warranties of the Purchaser contained which are qualified as to materiality, in this Agreement which case such representations and the other Transaction Documents to which the Purchaser is a party warranties shall be true and correct in all material respects respects) as of the date when made and as of the Closing Date (except that the representation Date, as though made on and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), except for such representations and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser warranties that speak as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsa specific date. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (ivb) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing. (c) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and the Investor shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) Prospectus in accordance with the provisions thereoffederal securities laws. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Since the date of execution of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect. (f) The Investor Shares have been duly listed, subject to official notice of issuance, on the New York Stock Exchange.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any SECTION 7.1 Conditions to the Corporation's Obligations. The obligations of the other Transaction Documents, the obligation of the Purchaser Corporation hereunder required to consummate be performed at the Closing shall be subject subject, at its election, to the satisfactionsatisfaction or waiver (which waiver, if so requested by Thane, shall be made in writing), at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company Thane contained in this Agreement and all information contained in any exhibit or schedule hereto delivered by, or on behalf of, Thane, to the other Transaction Documents to which Corporation and the Company is a party Controlling Stockholders, shall be true and correct in all material respects as of when made and on the Closing Date as though then made (except that any to the extent such representation or and warranty which speaksis qualified by materiality, by its terms, as of a specific date or time other than the Closing, such representation and warranty shall be true and correct as of such datecorrect), and each except as expressly provided herein. The president of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company Thane shall have delivered to the certificates Corporation and the other documents Controlling Stockholders a certificate (if any) required which shall be addressed to be delivered by it pursuant the Corporation and the Controlling Stockholders), dated the Closing Date, in the form designated Exhibit H hereto, certifying to Section 2(b)(ii) in accordance with the provisions thereofforegoing. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction DocumentsThane shall have performed in all material respects all obligations and agreements, the obligation of the Company to consummate the Closing shall be subject to the satisfactionand complied in all material respects with all covenants, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date)Documents, and each of the covenants and agreements of the Purchaser to be performed or and complied with by the Purchaser as of Thane at or prior to the Closing Date. (c) All material governmental and regulatory approvals and clearances and all third-party consents necessary for the consummation of the transactions contemplated by the Documents to occur on the Closing Date shall have been performed obtained and shall be in full force and effect, the Corporation and the Controlling Stockholders shall reasonably be satisfied that the consummation of such transactions does not and will not contravene any Applicable Law, except to the extent any contravention or complied with by contraventions, individually or in the Purchaser aggregate, could not, individually or in all material respectsthe aggregate, reasonably be expected to have a Material Adverse Effect. (iiid) The Purchaser Thane shall have paid the Purchase Price delivered to the CompanyCorporation and the Controlling Stockholders a certificate, executed by wire transfer Thane or on its behalf by a duly authorized representative, dated as of immediately available funds pursuant the Closing Date, certifying that each of the conditions specified in this Section 7.1 has been satisfied with respect to payment instructions furnished by the Company to the PurchaserThane. (ive) A registration statement on Form S-4 registering the issuance of the shares of Thane Common Stock issuable to the Corporation stockholders pursuant to the Merger shall have been declared effective by the Commission and no proceedings for a stop order suspending the effectiveness of the Registration Statement or the Thane Common Stock shall have been instituted or pending or threatened. (f) There shall be no litigation, proceeding or other action seeking an injunction or other restraining order, damages or other relief from a Governmental Authority pending or threatened which, in the reasonable judgment of the Corporation, would materially adversely affect the consummation of the transactions contemplated by the Documents on the terms contemplated hereby and thereby and there shall be no litigation, proceeding or other action (including, without limitation, relating to environmental matters or the Thane Employee Benefit Plans) pending or threatened against the Thane Entities which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Corporation shall have received a certificate, dated the documents required Closing Date, of the president and chief financial officer of Thane, in the form of Exhibit I hereto, certifying to be received by the Company pursuant foregoing. (g) Thane shall have delivered to Section 2(b)(iithe Corporation and the Controlling Stockholders certificates of the appropriate public officials, if available, to the effect that each of the Thane Entities is a validly existing corporation in good standing (to the extent that the concept of good standing is recognized under the laws of the relevant jurisdiction of organization) in accordance its jurisdiction of organization dated not more than ten (10) days prior to the Closing Date. (h) Thane shall have delivered to the Corporation and the Controlling Stockholders a certificate of the Secretary of its Board of Directors, in the form of Exhibit J hereto, (i) certifying that a true and correct copy of the Charter and Bylaws of the each of the Thane Entities and all resolutions of the Board of Directors and shareholders of Thane authorizing the execution and delivery of this Agreement and each Document to which Thane is a party and authorizing the performance by Thane of the transactions contemplated hereby and thereby is attached thereto and (ii) containing the incumbency and specimen signature of each of the officers of Thane. (i) An opinion of counsel of Thane addressed to the Corporation dated as of the Closing Date, satisfactory in form and substance to the Corporation with respect to the provisions thereof.matters set forth in Exhibit K.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the The obligation of the Purchaser each Investor to consummate acquire Shares at the Closing shall be is subject to the fulfillment to such Investor’s satisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any of which may be waived in whole or in part by the Purchasersuch Investor (as to itself only): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company Corporation contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the for those representations and warranties of the Purchaser contained which are qualified as to materiality, in this Agreement which case such representations and the other Transaction Documents to which the Purchaser is a party warranties shall be true and correct in all material respects respects) as of the date when made and as of the Closing Date (except that the representation Date, as though made on and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), except for such representations and each warranties that speak as of the covenants a specific date. (ii) The Corporation shall have performed, satisfied and complied in all material respects with all covenants, agreements of the Purchaser and conditions required by this Agreement to be performed performed, satisfied or complied with by the Purchaser as of it at or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsClosing. (iii) The Purchaser No statute, rule, regulation, executive order, decree, ruling or injunction shall have paid been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Purchase Price to consummation of any of the Company, transactions contemplated by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaserthis Agreement. (iv) The Company Corporation shall have received obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the documents required purchase and sale of the Shares at the Closing, all of which shall be and remain so long as necessary in full force and effect. (v) Since the date of execution of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected to be received have a Material Adverse Effect. (vi) The Shares have been duly listed, subject to official notice of issuance, on the New York Stock Exchange. (vii) The Common Stock shall not have been suspended, as of the Closing Date, by the Company pursuant to Section 2(b)(iiCommission or the New York Stock Exchange from trading on the New York Stock Exchange nor shall suspension by the Commission or the New York Stock Exchange have been threatened, as of the Closing Date, either (A) in writing by the Commission or the New York Stock Exchange or (B) by falling below the minimum listing maintenance requirements of the New York Stock Exchange. (viii) The Corporation shall have delivered the Corporation Deliverables in accordance with the provisions thereofSection 1.3. (ix) The Corporation shall have issued an aggregate of at least 4,347,826 Shares to Investors at Closing. (x) This Agreement shall not have been terminated as to such Investor in accordance with Section 7.10 herein.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligations of Purchaser under this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be are subject to the satisfaction, at or fulfillment prior to or at the Closing, Closing of each of the following conditions (conditions, any of which may be waived by Purchaser in whole writing: (a) the performance and compliance by Seller of all agreements and conditions required or in part contemplated by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or Seller prior to or at the Closing shall have been performed or complied with by the Company in including delivery of all material respects. (iii) The Company shall have delivered the certificates items and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. of Section 9 hereof; (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of made by Seller in connection with the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party transactions contemplated hereby, shall be have been true and correct in all material respects on and as of the Closing Date (except that the representation as if such representations or warranties were made originally on and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing that time; (c) there shall have been performed no material adverse change in the Properties since the date hereof; (d) to the extent any governmental permits including any licenses, authorizations or complied permits held by any Seller with respect to the Properties are not assignable or transferrable, Purchaser has either obtained licenses, authorization and permits on substantially the same terms as such licenses, authorizations and permits were originally issued to such Seller or has obtained binding commitments from the applicable authorities to issue such licenses, authorizations and permits to Purchaser following the Closing; (e) no suit, proceeding, inquiry or investigation shall have been commenced or threatened, or order entered, by any Governmental Authority or other person on any grounds to restrain, enjoin or hinder, or to seek damages on account of, the consummation of the transactions herein contemplated; (f) the Sale Order shall have been entered by the Purchaser Bankruptcy Court in all material respects. form and substance satisfactory to Purchaser; and (iiig) The Purchaser , unless waived by Purchaser, the Sale Order shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaserbecome a Final Order. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any Buyer's obligation to close the purchase and sale of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing Shares shall be subject to the satisfaction, at or prior to the Closing, satisfaction of each all of the following conditions set forth in this subparagraph 7.1 (any of which may be a) (unless expressly waived in whole writing by it at, or in part by the Purchaserany time prior to, Closing): (i) There The representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of Parent or Seller shall not have been true and complete when made and shall also be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation true and complete at and as of the Closingtime of Closing (except for changes permitted under Section 5.1 of Article V). (ii) Each of the representations Seller shall have caused all covenants, agreements and warranties of the Company contained in conditions required by this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or it prior to the or at Closing shall have been to be so performed or complied with by the Company in all material respectswith. (iii) The Company Seller shall have delivered to Buyer a certificate, signed by each of Seller and dated as of the certificates Closing Date, certifying as to the fulfillment of the conditions set forth in clauses (i) and the other documents (if anyii) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofof this subparagraph 7.1(a). (biv) Notwithstanding No action or proceeding shall have been instituted and remain pending by or before any court or other provision governmental body or arbitration tribunal seeking, and there shall not be in effect any injunction, order or decree of a court of competent jurisdiction the effect of which is, (x) to restrain or prohibit or to recover damages in respect of the transactions contemplated by this Agreement, (y) to revoke or suspend any material license, permit, order or approval, or (z) to question the validity or legality of this Agreement or any of the other Transaction Documents, the obligation of the Company action taken or to consummate the Closing shall be subject to the satisfaction, at taken pursuant hereto or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.transactions contemplated hereby, and there shall be no such action or proceeding pending which, if adversely determined, would materially and adversely affect, or injunction, order or decree in effect which materially and adversely affects, the business, financial condition and operations of Company. -45- 47 (iiv) Each Regulatory approvals from NASD Regulation, Inc. and the State Securities Board of the representations and warranties State of Texas ("Texas B.D. Approval") to the Purchaser contained change in this Agreement ownership of FIMI Securities, Inc. from Sellers to Buyer shall have been obtained and the other Transaction Documents to which the Purchaser is a party termination of any required waiting period shall be true and correct have occurred on terms reasonably satisfactory in all material respects to Buyer and Seller ("NASD Approval"). (vi) All lessors under leases and parties to agreements of Company, other than such leases and agreements which do not require consent for the consummation of the transactions contemplated by this Agreement, shall have consented to the consummation of the transactions contemplated hereby. At Closing, Seller shall deliver to Buyer copies of all consents referred to in the preceding sentence. (vii) Seller shall have furnished Buyer with an opinion of counsel as to the status of Seller and each corporation included within the definition of Company and the transactions contemplated by this Agreement substantially in the form of Exhibit "F." (viii) Except as provided in Schedule 7.1(a) (viii), since December 31, 1997, there shall not have been any material adverse change in the business, financial condition or operations of each corporation included within the definition of Company. (ix) All corporate proceedings in connection with the transactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in all material respects in substance and form to Buyer. (x) The Employment Agreements shall have been executed by Sellers, Messrs. Delixx, Xxxxxxxxx xxx Franx, respectively. (xi) The Non-Competition Agreements shall have been executed by Sellers, Messrs. Delity, Ellsworth, and Franx, respectively. (xii) Stock certificates representing the Shares shall have been duly endorsed for transfer to Buyer, or accompanied by a proper and duly executed instrument of assignment to Buyer, and shall have all necessary stock transfer stamps attached. (xiii) Resignations shall have been executed by all of the directors of each company constituting the Company (except for Messrs, Delity, Ellsworth, and Franx). (xiv) The originals (to the extent reasonably available to Seller) or duplicates of all of the minute books, stock books and all other corporate and business records or documents of Company shall have been delivered or made available to Buyer; (xv) Either an affidavit that Seller is not a foreign person (as provided in I.R.C. ss. 1445(b)(2)) or an affidavit of each corporation included within the definition of Company that complies with I.R.C. ss. 1445(b)(3) shall have been properly executed in the form attached hereto as Exhibit "O." (xvi) All books and records of each corporation included within the definition of Company shall have been delivered or made available to Buyer at each corporation's, included within the definition of Company, corporate headquarters in Houston, Texas. (xvii) The shareholders of Buyer shall have approved this Agreement at the Buyer's Annual Meeting of Shareholders in accordance with applicable law, and Messrs. Delity and Ellsxxxxx shall have been appointed as directors of Parent. (xviii) The Shelxx Xxxxx Xxxmissory Notes shall have been paid in full and marked canceled by Shelxx Xxxxx. (xix) The Shares shall have been released by Shelxx Xxxxx xxxm that certain Security Agreement - Pledge, effective as of May 1, 1998, free and clear of any liens. (xx) At Closing, Seller shall present its management internal accounting of the balance sheets and working capital of Company as of the month end just prior to the Closing Date (except that the "Closing Date Balance Sheet") and management's representation affirming such balance sheet. The Closing Date Balance Sheet shall fairly present the net worth and warranty working capital of Company as of the Purchaser set forth in Section 3(h) hereof date specified and the net worth and working capital of Company and shall not be true and correct in all respects less than as reflected on the December 31, 1997, balance sheets of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsCompany. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any The occurrence of the other Transaction Documents, Closing Date and the obligation effectiveness of the Purchaser to consummate the Closing Commitments hereunder shall be subject to the satisfaction, at conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the ClosingClosing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditions documents, each in form and substance satisfactory to each Managing Agent: (any a) A duly executed counterpart of which may be waived in whole or in part this Agreement, the First Tier Agreement, the Fee Letters and each of the other Transaction Documents executed by the Purchaser):Originators, the SPV or the Servicer, as applicable. (b) A certificate, substantially in the form of Exhibit G, of the secretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.organizational documents; (ii) Each resolutions of the representations and warranties board of managers or other governing body of the Company contained in SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to which be delivered by the Company is a party shall be true SPV hereunder or thereunder and correct in all material respects as other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the Closing SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (except that any such representation c) A certificate, substantially in the form of Exhibit H, of the secretary or warranty which speaksassistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its termsjurisdiction of incorporation or organization, as applicable, as of a specific date or time other than the Closing, shall be true and correct as of such recent date), ; (ii) the by-laws of each Originator and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects.Servicer; (iii) The Company shall have delivered resolutions of the certificates board of directors or other governing body of each Originator and the other documents (if any) required to be delivered Servicer authorizing the execution, delivery and performance by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction DocumentsAgreement, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this First Tier Agreement and the other Transaction Documents to which the Purchaser is a party shall be true delivered by it hereunder or thereunder and correct in all material respects as of the Closing Date other documents evidencing necessary corporate action (except that the representation including shareholder consents) and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date)government approvals, and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser.if any; and (iv) The Company shall have received the incumbency, authority and signature of each officer of each of the Originators and the Servicer executing the Transaction Documents or any certificates or other documents required to be received delivered hereunder or thereunder on its behalf. (d) A good standing certificate for the SPV issued by the Company Secretary of State or a similar official of the SPV’s jurisdiction of formation, as applicable, and certificates of qualification as a foreign entity issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date. (f) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1) naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator. (i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to Section 2(b)(iiclauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in accordance such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of Xxxx X. Xxxxx, Senior Group Counsel of Ashland, covering certain corporate matters with respect to the provisions thereofServicer and the Originator in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) Satisfactory results of a review and audit of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (o) Such other approvals, documents, instruments, certificates and opinions as the Agent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any 7.1 Conditions to the Company's Obligations. --------------------------------------- The obligations of the other Transaction Documents, the obligation of the Company with respect to a Purchaser hereunder required to consummate be performed on the Closing Date shall be subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of each the following conditions: (a) The representations and warranties of such Purchaser contained in this Agreement shall have been true and correct when made and, in addition, shall be repeated and true and correct in all material respects on and as of the following conditions (any Closing Date with the same force and effect as though made on and as of which may be waived in whole or in part by the Purchaser):Closing Date. (ib) There Such Purchaser shall not have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by such Purchaser at or prior to the Closing Date. (c) Any applicable waiting period under the HSR Act with respect to the purchase by such Purchaser shall have expired or been terminated. (d) The Company shall have obtained all necessary consents, waivers, authorizations and approvals of all Governmental Authorities and of all other Persons required in force any order connection with the execution, delivery and performance of the Equity Documents or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the ClosingIssuance, such waivers to be satisfactory in form and substance to the Company. (iie) Such Purchaser shall have entered into the Registration Rights Agreement. (f) The Shares to be purchased at the Closing shall be issued for an aggregate amount of no less than $600,000,000.00. 7.2 Conditions to Each Purchaser's Obligations. ------------------------------------------ The obligations of a Purchaser hereunder required to be performed on the Closing Date shall be subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement (i) shall have been true and the other Transaction Documents to which the Company is a party correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects respects, in the case of clauses (A) and (B), as of the Closing (except that any such representation or warranty which speaks, by its terms, Date with the same force and effect as though made on and as of a specific date or time other than the Closing, Closing Date. (b) The Company shall be true and correct as have performed in all material respects all of such date), and each of the covenants its obligations and agreements of the Company and complied in all material respects with all covenants contained in this Agreement to be performed or and complied with by the Company as of at or prior to the Closing Date. (c) The Company shall have entered into the Registration Rights Agreement. (d) The Company shall have filed the Certificate of Designation with the Secretary of State of the State of Delaware. (e) Any applicable waiting period under the HSR Act with respect to the purchase by such Purchaser shall have expired or been terminated and no litigation arising therefrom shall have been performed or complied with by the Company in all material respectscommenced and remain outstanding. (iiif) The Company shall have delivered to such Purchaser a certificate executed on its behalf by a duly authorized representative, dated the certificates and Closing Date, to the other documents effect that each of the conditions specified in paragraph (if anya) required to be delivered by it pursuant to through (e) of this Section 2(b)(ii) in accordance with the provisions thereof7.2 has been satisfied. (bg) Notwithstanding any other No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (h) Such Purchaser shall have received an opinion of (i) H. Xxx Xxxxxx, General Counsel of the Company and (ii) X'Xxxxxxxx Graev & Karabell, LLP, special counsel to the Company, in each case dated the Closing Date, and addressed to such Purchaser, covering the matters set forth in Exhibit D, in form and substance reasonably acceptable to the Purchaser. (i) Such Purchaser shall have received certificates representing the Securities purchased by such Purchaser concurrently with the Company's receipt of the Purchase Price for such Securities. (j) There shall not have occurred (i) any event, circumstance, condition, fact, effect or other matter which has had or could reasonably be expected to have a material adverse effect (x) on the business, assets, financial condition, prospects, or results of operations of the Company and its Subsidiaries taken as a whole or (y) on the ability of the Company and its Subsidiaries to perform on a timely basis any material obligation under this Agreement or the other Equity Documents or to consummate the Issuance contemplated hereby; or (ii) any material disruption of or material adverse change in financial, banking or capital market conditions. (k) The Share Exchange Agreement shall be in full force and effect and there shall not have been any amendment or waiver of any of its material terms or conditions. (l) The Company shall have delivered duly executed copies of the other Transaction DocumentsManagement Rights Agreements to the HMTF Funds. (m) The Company shall have made all filings with, given all notices to, and received all approvals from, all Governmental Authorities (including, without limitation, the obligation Federal Communications Commission and state public utility commissions) required in connection with the consummation of the Transactions, unless the failure to make such filings, give such notices or receive such approvals would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the ClosingTransactions. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any The occurrence of the other Transaction Documents, Closing Date and the obligation effectiveness of the Purchaser to consummate the Closing Commitments hereunder shall be subject to the satisfaction, at conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the ClosingClosing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditions documents, each in form and substance satisfactory to each Managing Agent: (any a) A duly executed counterpart of which may be waived in whole or in part this Agreement, the First Tier Agreement, the Fee Letters and each of the other Transaction Documents executed by the Purchaser):Originators, the SPV or the Master Servicer, as applicable. (b) A certificate, substantially in the form of Exhibit G, of the secretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.organizational documents; (ii) Each resolutions of the representations and warranties board of managers or other governing body of the Company contained in SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to which be delivered by the Company is a party shall be true SPV hereunder or thereunder and correct in all material respects as other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the Closing SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (except that any such representation c) A certificate, substantially in the form of Exhibit H, of the secretary or warranty which speaksassistant secretary of each Originator and the Master Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Master Servicer (certified by the Secretary of State or other similar official of its termsjurisdiction of incorporation or organization, as applicable, as of a specific date or time other than the Closing, shall be true and correct as of such recent date), ; (ii) the by-laws of each Originator and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects.Master Servicer; (iii) The Company shall have delivered resolutions of the certificates board of directors or other governing body of each Originator and the other documents (if any) required to be delivered Master Servicer authorizing the execution, delivery and performance by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction DocumentsAgreement, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of each of the Originators and the Master Servicer executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, as applicable, and certificates of qualification as a foreign entity issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date. (f) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1) naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator. (i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the Purchaser is a party shall be true filings were made pursuant to clauses (f) or (g) above and correct such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in all material respects such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion, dated as of the Closing Date (except that the representation and warranty Date, of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as Dxxxx Xxxxx, Senior Counsel of such date)Ashland, and each of the covenants and agreements of the Purchaser to be performed or complied covering certain corporate matters with by the Purchaser as of or prior respect to the Closing shall have been performed or complied with by Master Servicer and the Purchaser Originators in all material respectsform and substance satisfactory to the Agent and Agent’s counsel. (iiil) The Purchaser shall have paid A favorable opinion, dated as of the Purchase Price Closing Date, of Sxxxxx Xxxxxxx (US) LLP, special counsel to the CompanySPV, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company Master Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the PurchaserAgent and Agent’s counsel. (ivm) The Company shall have received A favorable opinion, dated as of the documents required Closing Date, of Sxxxxx Xxxxxxx (US) LLP, special counsel to be received by the Company pursuant SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to Section 2(b)(iithe Agent and Agent’s counsel. (n) Satisfactory results of a review and audit of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in accordance with existence on the provisions thereofdate of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (o) Such other approvals, documents, instruments, certificates and opinions as the Agent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction DocumentsSubject to Section 3.02, the obligation of the Purchaser to consummate the Closing Lenders hereunder shall be subject to the satisfactionconditions precedent that the Facility Agent shall have received on or before the Closing Date the following, at or prior each in form and substance reasonably satisfactory to the Closing, of Facility Agent: (a) each of the following conditions (any of which may be waived in whole or in part Facility Documents duly executed and delivered by the Purchaser):parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Fund, and the Collateral Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (g) below), if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) There shall not be in force any order or decreeas to its Constituent Documents, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each as to its resolutions or other action of the representations and warranties its board of the Company contained in directors or members approving this Agreement and the other Transaction Facility Documents to which the Company it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the 109 Facility Documents to which it is a party are true and correct in all material respects as of the 110 Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such earlier date), (iv) no Default or Event of Default has occurred and each of the covenants is continuing, and agreements of the Company to be performed or complied with by the Company (v) as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates incumbency and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, specimen signature of each of its Responsible Officers authorized to execute the following conditions Facility Documents to which it is a party; (any e) a certificate of which may be waived in whole or in part by a Responsible Officer of the Company):Collateral Manager certifying (i) There shall not be in force any order or decreeas to its Constituent Documents, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of as to its resolutions approving the Collateral Management Agreement and the transactions contemplated thereby, including acting pursuant to this Agreement, (iii) that its representations and warranties of set forth in the Purchaser contained in this Collateral Management Agreement and the other Transaction Documents to which the Purchaser is a party shall be are true and correct in all material respects as of the Closing Date (except that to the representation extent such representations and warranty of the Purchaser set forth warranties expressly relate to any earlier date, in Section 3(h) hereof which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.no Default or Event of Default has occurred and is continuing, and

Conditions Precedent to Closing. 6.1 Parties’ conditions precedent. The obligations of the Parties to complete the purchase of the Purchased Shares under this Agreement are subject to the satisfaction of, or compliance with, at or before the time of Closing: (a) Notwithstanding the Key Regulatory Approvals shall have been obtained; and (b) no action or proceeding at law or in equity shall be pending by any other provision Governmental Authority or Person to enjoin or prohibit the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Selling Stockholders to dispose of any of the Purchased Shares. 6.2 Parties’ waiver of conditions precedent. The conditions precedent set forth in section 6.1 hereinabove are for the exclusive benefit of each of the Parties hereto and may be waived by each or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, Parties in writing and in whole or in part at any time on or prior to the Closing Date. 6.3 Selling Stockholders’ conditions precedent. The obligations of the Selling Stockholders to complete the sale of the Purchased Shares are subject to the satisfaction of, or compliance with, at or before the time of Closing, of each of the following conditions precedent: (a) all of the representations and warranties of UEC made in or pursuant to this Agreement shall be true and correct as at the time of Closing, except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement, and extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on UEC (disregarding for this purpose any materiality or material adverse effect qualifiers contained in such representations and warranties), and the Selling Stockholders shall have received a certificate from a senior officer of which UEC confirming to his or her knowledge (after due inquiry), and without personal liability, the truth and correctness of such representations and warranties; (b) UEC shall have performed or complied with, in all material respects, all its obligations and covenants under this Agreement to be performed by it prior to Closing, and the Selling Stockholders shall have received a certificate from a senior officer of UEC confirming to his or her knowledge (after due inquiry), and without personal liability, such performance or compliance, as the case may be; (c) UEC shall have complied with all applicable securities Laws in connection with the issuance of the Shares to the Selling Stockholders on or before the Closing Date; (d) at the time of Closing, Xxxx Xxxxxx shall be the Chief Executive Officer of UEC; (e) the PR Pre-Closing Reorganization shall have been completed; and (f) the Approved Distribution shall have been completed. 6.4 Selling Stockholders’ waiver of conditions precedent. The conditions precedent set forth in section 6.3 hereinabove are for the exclusive benefit of each of the Selling Stockholders and the Companies and may be waived by any one of the Pacific Road Funds (on behalf of all Selling Stockholders) in writing, and in whole or in part by part, at any time after the Purchaser):Effective Date and prior to the Closing Date. 6.5 UEC’s conditions precedent. The obligations of UEC to complete the purchase of the Purchased Shares are subject to the satisfaction of, or compliance with, at or before the time of Closing, each of the following conditions precedent: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each all of the representations and warranties of the Company contained Selling Stockholders made in or pursuant to this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as at the time of Closing, except as such daterepresentations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement (including, for certainty, the PR Pre-Closing Reorganization), and except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on the Companies (disregarding for this purpose any materiality or material adverse effect qualifiers contained in such representations and warranties), and UEC shall have received a certificate from a senior officer of each Selling Stockholder confirming to his or her Knowledge, and without personal liability, the truth and correctness of such representations and warranties; (b) the Selling Stockholders shall have performed or complied with, in all material respects, all their respective obligations and covenants and agreements of the Company under this Agreement to be performed by it prior to Closing, and UEC shall have received a certificate from a senior officer of each Selling Stockholder confirming to his or complied with her Knowledge, and without personal liability, such performance or compliance, as the case may be; (c) the Approved Distribution shall have been completed and UEC shall have received evidence satisfactory to it that, following such Approved Distribution, the Companies shall have a positive net working capital position after consideration of any other financial obligations that may arise as a result of the Transaction; and (d) UEC shall have received the executed BHI Counterpart Signature Page. 6.6 UEC’s waiver of conditions precedent. The conditions precedent set forth in section 6.5 hereinabove are for the exclusive benefit of UEC and may be waived by UEC in writing, and in whole or in part, at any after the Company as of or Effective Date and prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the The obligation of the Purchaser Lenders to consummate make Advances hereunder comprising the Closing initial Borrowing shall be subject to the satisfactionconditions precedent that the Facility Agent shall have received on or before the Closing Date the following, at or prior each in form and substance satisfactory to the Closing, of Facility Agent: (a) each of the following conditions (any of which may be waived in whole or in part Facility Documents duly executed and delivered by the Purchaser):parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (f) below), if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) There shall not be in force any order or decreeas to its Constituent Documents, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each as to its resolutions or other action of the representations and warranties its board of the Company contained in directors or members or manager approving this Agreement and the other Transaction Facility Documents to which the Company it is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speakstransactions contemplated thereby, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the that its representations and warranties of set forth in the Purchaser contained in this Agreement and the other Transaction Facility Documents to which the Purchaser it is a party shall be are true and correct in all material respects as of the Closing Date (except that to the representation extent such representations and warranty of the Purchaser set forth warranties expressly relate to any earlier date, in Section 3(h) hereof which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to the best of its knowledge, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, amendments, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the covenants Secured Parties and agreements DBRS) of (i) Dechert LLP, counsel to the Borrower and the Collateral Manager and (ii) Xxxxxxx and Xxxxxx LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) evidence satisfactory to it that all of the Purchaser Covered Accounts shall have been established; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (j) evidence satisfactory to it that the Borrower shall have paid (i) the fees to be performed or complied with received by the Purchaser as of Natixis on or prior to the Closing Date pursuant to this Agreement and each other Facility Document; (ii) the accrued fees and expenses in connection with the transactions contemplated hereby of (A) Ashurst LLP, counsel to the Facility Agent and Lenders, (B) Sidley Austin LLP, counsel to DBRS, and (C) Xxxxxxx and Xxxxxx LLP, counsel to the Collateral Agent; and (iii) the fees to be received by DBRS on or prior to the Closing Date pursuant to the engagement letter dated as of April 18, 2012 between H.I.G. Whitehorse Holdings, LLC and DBRS. (k) a Retention of Net Economic Interest Letter substantially in the form of Exhibit G; (l) Delivery of the Collateral (including any promissory note, executed assignment agreements and copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each initial Collateral Obligation) in accordance with Section 12.20 shall have been performed effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or complied with by encumbrances of any nature whatsoever except for (A) those which are being released on the Purchaser Closing Date, (B) those granted pursuant to this Agreement and the Account Control Agreement and (C) Permitted Liens; (ii) the Borrower has acquired its ownership in all material respects.such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) The Purchaser shall have paid the Purchase Price to the CompanyBorrower has not assigned, by wire transfer of immediately available funds pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to payment instructions furnished by this Agreement and the Company to the Purchaser.Account Control Agreement; (iv) The Company the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to clause (ii) of the definition of Permitted Liens) perfected security interest in the Collateral; (n) the Facility Agent has received a rating letter satisfactory to the Facility Agent, delivered and signed by DBRS and confirming that the Facility has been assigned at least a “AA” rating by DBRS; (o) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have received reasonably requested; and (p) all legal and due diligence matters incident to this Agreement and the documents required other Facility Documents shall be satisfactory to be received the Borrower, the Facility Agent, the Lenders and their respective counsel; (q) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of the Collateral Obligations owned by the Company Borrower on the Closing Date: (i) each Collateral Quality Test is satisfied; (ii) each Coverage Test is satisfied; (iii) the Advance Rate Test is satisfied; (iv) no Commitment Shortfall exists; and (v) with respect to any Collateral Obligation with a Credit Estimate, such Credit Estimate has been assigned by DBRS within one year prior to the Closing Date. (r) evidence that the Borrower has directed the Collateral Agent to deposit the Closing Expense Account Amount into the Closing Expense Account for use pursuant to Section 2(b)(ii8.12; (s) a certificate of a Responsible Officer of the Borrower or the Collateral Manager, dated as of the Closing Date, specifying the Applicable Row Level to be in accordance with effect for purposes of the provisions thereofMatrix; and (t) a certificate of a Responsible Officer of the Collateral Manager, dated as of the Closing Date, certifying that each Collateral Obligation owned by the Borrower as of the Closing Date satisfies the requirements of the definition of “Collateral Obligation”.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligations of NDL and the SELLERS under this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be and are subject to the satisfactionfulfillment, at or prior to or at the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the conditions: i. That BBN's and MANAGEMENT's representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct in all material respects at the time of Closing as of the Closing (except that any if such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true representations and correct as of warranties were made at such date)time, and each of MANAGEMENT will deliver an executed certification confirming the covenants foregoing; ii. That BBN and agreements of the Company MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by the Company as of or them prior to or at the Closing time of the Closing; iii. That BBN's directors and shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly NDL led and held, shall have been performed or complied with by properly approved all of the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) matters required to be delivered approved by it pursuant to Section 2(b)(ii) in accordance with BBN's directors and shareholders, respectively; iv. That BBN's Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the provisions thereof.transactions contemplated hereby; and (b) Notwithstanding any other provision The obligations of BBN and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or any of the other Transaction Documents, the obligation of the Company to consummate at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the conditions: i That NDL 's and SELLERS' representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party herein shall be true and correct in at the time of Closing as if such representations and warranties were made at such time and NDL and the NDL PRINCIPALS shall deliver an executed certification confirming the foregoing; ii. That NDL and NDL PRINCIPALS shall have performed or complied with all material respects as of the Closing Date (except that the representation agreements, terms and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser conditions required by this Agreement to be performed or complied with by the Purchaser as of or them prior to or at the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer time of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.Closing

Conditions Precedent to Closing. The effectiveness of this Agreement (which shall occur on the Closing Date) is subject to the satisfaction of the following conditions precedent as of the Closing Date on or before June 1, 2011 (and if the following conditions precedent are not satisfied by such time, this Agreement shall automatically terminate): (a) Notwithstanding any each Party shall have received, in a form satisfactory to it, opinions from counsel to the other provision Party covering due authorization, execution and delivery of this the Capital Protection Documents by the other Party, in each case in form and substance reasonably satisfactory to such Party; (b) each Party shall have received, in a form satisfactory to it, copies of all Capital Protection Documents duly executed and delivered by the other Party and, where applicable, the Guarantor; (c) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the Custody Agreement duly executed by the Trust and the Custodian; (d) the Capital Protection Provider shall have received an officer’s certificate of the Fund, dated as of the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Capital Protection Provider, executed by the President or any Vice President or any Responsible Officer of the other Transaction Documents, Fund and the obligation Secretary or any Assistant Secretary on behalf of the Purchaser Fund and which certificate shall include (i) the incumbency and signature of the officers of the Fund executing any Capital Protection Document, or having authorization to consummate execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) true and complete copies of the Organizational Documents and each Prospectus of the Fund and the Organizational Documents of the Trust, certified as of the Closing shall be subject to Date as complete copies thereof by the satisfactionSecretary or an Assistant Secretary of the Fund or the Trust, at as applicable, (iii) certificates dated as of a recent date from the Secretary of State or prior to other appropriate authority, evidencing the Closing, good standing of each of the following conditions Trust and the Fund (any x) in the jurisdiction of which may its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be waived expected to have a Material Adverse Effect with respect to the Fund; (e) the Capital Protection Provider shall have received an officer’s certificate of the Adviser, dated as of the Closing Date, substantially in whole or the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in part form and substance to the Capital Protection Provider, executed by the Purchaser): President or any Vice President or any Responsible Officer of the Adviser and the Secretary or any Assistant Secretary on behalf of the Adviser and which certificate shall include (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation incumbency and signature of the Closing. officers of the Adviser executing any Capital Protection Document, or having authorization to execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) Each true and complete copies of the representations and warranties Organizational Documents of the Company contained Adviser, certified as of the Closing Date as complete copies thereof by the Secretary or an Assistant Secretary of the Adviser, (iii) certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Adviser (x) in the jurisdiction of its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect with respect to the Adviser; (f) the Fund shall have received a certificate dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by the Secretary or an Assistant Secretary of the Capital Protection Provider on behalf of the Capital Protection Provider, and which certificate shall include the incumbency and signature of the employees of the Capital Protection Provider authorized to execute on behalf of the Capital Protection Provider any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (g) the Fund shall have received, in a form satisfactory to it, a certificate, dated as of the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by a permanent representative of the Guarantor on behalf of the Guarantor, and which certificate shall include the incumbency and signature of the employees of the Guarantor authorized to execute on behalf of the Guarantor any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (h) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the resolutions, in form and substance reasonably satisfactory to the Capital Protection Provider, of the Board of Directors (or analogous body) of the Fund authorizing the execution, delivery and performance of this Agreement and the other Transaction Capital Protection Documents to which the Company it is a party party, certified on behalf of the Fund by the Secretary or an Assistant Secretary of the Fund, as of the Closing Date, which certification shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), shall be in form and substance reasonably satisfactory to the Capital Protection Provider and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (i) the Capital Protection Provider shall have received, in a form satisfactory to it, a certification that shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), stating on behalf of the Fund that as of the Closing Date: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Closing Date, as though made on and as of the Closing Date; (ii) No Fund Event or Knock-Out Event exists as of the Closing Date; (iii) No licenses, authorizations, consents or approvals as referred to in Section 4.01(n) are required as of the Closing Date or, in the case that such documents are required, that they are required and attaching copies thereof; and (iv) The Aggregate Protected Amount as of the Closing Date does not exceed the Maximum Settlement Amount; (j) the Fund shall have arranged with the Custodian for the Capital Protection Provider and the Agent to directly receive the applicable reports and information contained in Schedule II; (k) the representations and warranties made by the Fund and Capital Protection Provider, respectively, contained in ARTICLE 4 shall be true and correct in all material respects on and as of the Closing Date; (except that any such representation or warranty which speaksl) each Party shall have received, by its termsin a form satisfactory to it, as of a specific date or time all corporate and other than the Closing, shall be true and correct as of such date)proceedings, and each of all documents, instruments and other legal matters reasonably requested by such Party evidencing or confirming the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each accuracy of the representations and warranties made by the other parties hereunder or the authority of such other parties to enter into this Agreement or the other Capital Protection Document to which they are party; and (m) (i) the registration statement of the Purchaser Fund shall have been filed with the Commission and become effective, (ii) the investment policies and objectives of the Fund as described in the Prospectus contained in such registration statement and the description of the Capital Protection Provider and the Capital Protection Agreement in such Prospectus shall, in each case, be reasonably satisfactory to the Agent, and (iii) the Agent shall have determined in its reasonable discretion that any modifications to such Prospectus from the draft most recently filed with the Commission prior to the date of this Agreement do not materially change the rights of the Capital Protection Provider under, or the terms of, this Agreement. Upon receipt the satisfaction of all documentary conditions precedent and its reasonable satisfaction that all non-documentary conditions precedent have been satisfied on or before June 1, 2011, each of the Fund and the Capital Protection Provider will confirm in writing to the other Transaction Documents to which that the Purchaser is a party shall be true conditions precedent have been satisfied, and correct in all material respects as of upon such written confirmation thereof from the Fund and the Capital Protection Provider on or before June 1, 2011, the Closing Date (except shall occur; provided, that such confirmation shall not constitute a waiver of any non-documentary condition that was not satisfied, and the representation and warranty non-defaulting Party shall be entitled to exercise any rights it may have hereunder or under applicable Law arising out of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as failure of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectscondition. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision Conditions Precedent to the Obligations of this Agreement or any NTI and Newco. The obligations of the other Transaction Documents, the obligation of the Purchaser NTI and Newco to consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction, satisfaction at or prior to the Closing, of each Closing of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Shareholders and the Company contained in this Agreement and the in any certificate or other Transaction Documents document delivered pursuant to which the Company is a party this Agreement shall be true and correct in all material respects as of the Closing (except that any such representation or warranty for representations and warranties which speaksare by their terms qualified by materiality, by its terms, as of a specific date or time other than the Closing, which shall be true and correct in all respects) as of the Closing Date with the same force and effect as though made on and as of such date), and each . (ii) All of the terms, covenants and agreements conditions of the Company this Agreement to be performed or complied with by the Shareholders and the Company as of on or prior to the Closing Date shall have been duly performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force have occurred any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the PurchaserMaterial Adverse Effect. (iv) The Shareholders and the Company shall have obtained all authorizations, waivers, consents and approvals of, and made all filings, applications and notices with, Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement, each of which shall have been obtained without the imposition of any adverse term or condition. (v) NTI and Newco shall have received from legal counsel to the documents required Shareholders and the Company, an opinion letter, dated the Closing Date, in a form reasonably satisfactory to be received by NTI and Newco. (vi) The Shareholders and the Company pursuant shall have delivered to Section 2(b)(iiNewco a certificate executed by an officer of the Company, dated the Closing Date, certifying in such detail as Newco may reasonably request, that the conditions specified in Sections 6(a)(i), (ii), (iii), (iv), (viii) and (ix) have been fulfilled. (vii) Johan Olstenius, Stuart Campbell and Fahim Ahmed shall have executed and xxxxxxxxx xx Xxxco the Xxxxxxxxxx Agreements, the Stock Option Agreements and the Subscription Agreements. (viii) Li-Chen Liu shall have executed and delivered to NTI the Xxxxxxxetition Agreement. (ix) All authorizations, approvals, waivers, consents, filings, applications and notices required by governmental authorities for the consummation of the transactions contemplated by this Agreement, including without limitation, authorizations under the laws of the ROC governing foreign investment for Newco to establish a branch office in accordance the ROC and/or which are reasonably necessary for the operation of the Purchased Assets on a going concern basis consistent with past practices shall have been made or obtained; and all of such items shall have been obtained without the provisions thereofimposition of any term or condition which would adversely affect NTI, Newco or the Purchased Assets. (x) No litigation, arbitration or other proceeding shall be pending or, to the Knowledge of the Parties, threatened by or before any court, arbitration panel or governmental authority; no law or regulation shall have been enacted after the date of this Agreement; and no judicial or administrative decision shall have been rendered; in each case, which enjoins, prohibits or materially restricts, or seeks to enjoin, prohibit or materially restrict, the consummation of the transactions contemplated by this Agreement or the operation of the Purchased Assets on a going concern basis by Newco.

Conditions Precedent to Closing. The following conditions (acollectively, the “Closing Conditions”) Notwithstanding shall exist at the time of Closing hereunder, and the obligation of Buyer to purchase the Property pursuant to this Amended and Restated Contract shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Buyer) of each of such conditions with respect to the entire Property, and Seller, as applicable: (1) All written notices of violations of governmental orders or requirements noted or issued by any other provision public authority having jurisdiction, and any action in any court against or affecting the Property shall have been complied with by Seller and the Property shall be free and clear thereof, and the Property shall not be in violation of this Agreement any governmental laws, ordinances, rules or regulations, except for any of the other Transaction Documentsforegoing matters caused by Buyer or its agents, employees, contractors or subcontractors. The nature, extent, methods and materials for any corrective work and the obligation of the Purchaser to consummate the Closing parties performing such work shall be subject to Buyer’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. (2) Title to the satisfactionentire Property shall be in the condition required pursuant to Section 7(b) below. (3) The Property shall be free of all tenants and occupants other than the Existing Tenant, at and no tenant or occupant, other than the Existing Tenant, shall have any right to lease all or any portion of the Property. No tenant or occupant of the Property, expressly including the Existing Tenant, shall have any right or option to purchase all or any portion of the Property. There shall have been no uncured default, and no event shall have occurred or failed to occur that, with the passage of time, or the giving of notice, or both, would constitute a default on the part of the landlord under the Existing Lease or any leases entered into by Seller after the Effective Date in conformity with the terms of this Amended and Restated Contract. The Existing Tenant or occupant shall have waived in writing the Existing Tenant Purchase Option and any and all rights or options to purchase or lease all or any portion of the Property, and the Existing Tenant shall have executed and delivered an agreement, in form and substance satisfactory to Buyer, to terminate the Existing Lease under terms and conditions acceptable to Buyer in its sole discretion (the “Existing Tenant Lease Termination Agreement”). Seller acknowledges that Buyer intends to enter into negotiations with the Existing Tenant to obtain payment from the Existing Tenant in consideration for Buyer’s agreement to terminate the Existing Lease prior to the expiration of the term thereof. Seller shall have no right whatsoever to receive and Seller shall have no interest in any portion of any payment that the Existing Tenant may agree to pay to Buyer for or in connection with Buyer’s agreement to terminate the Existing Lease or otherwise. (4) Neither the whole nor any portion of the Property shall have been condemned or otherwise taken by any public authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”), nor shall any such Taking be threatened. If any such Taking is “material”, in Buyer’s sole and absolute opinion, Buyer may (1) terminate this Amended and Restated Contract in which event the Deposit, plus all accrued interest thereon, shall be returned to Buyer and the parties shall be relieved from all further liability or obligation under this Amended and Restated Contract (except as otherwise expressly set forth herein), or (2) continue this Amended and Restated Contract and, at Buyer’s election, either (a) receive an equitable reduction of the Purchase Price or (b) Seller shall pay to or credit Buyer with all proceeds or other compensation Seller has received with respect to such Taking and assign to Buyer all claims or proceeds to which Seller is entitled as a result of such Taking (collectively the “Condemnation Proceeds”). If such Taking is not “material”, in Buyer’s sole and absolute opinion, this Amended and Restated Contract shall remain in effect, Seller shall assign to Buyer at Closing all Condemnation Proceeds received by Seller or to which Seller is entitled as a result of such Taking, and there shall be no adjustment to the Purchase Price. Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Buyer. Seller shall reasonably cooperate with Buyer after Closing (at no cost to Seller) in prosecuting any claim for a condemnation award arising prior to Closing. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Property, the estimated cost of repair of which is One Hundred Thousand Dollars ($100,000) or more. If any portion of the Property is damaged by fire or casualty and is not repaired and restored to its original condition prior to Closing and the estimated cost of repair thereof is less than One Hundred Thousand Dollars ($100,000), in such event (1) Buyer shall be required to close hereunder, and at Closing Buyer shall receive a credit against the Purchase Price in an amount equal to the aggregate estimated cost of repair of any damage to the Property remaining unrepaired at Closing, any unpaid costs of each repairs performed prior to Closing, and the future loss of rental income as a result of such fire or casualty until the damage is repaired; (2) Buyer shall thereafter be responsible for the repair of the following conditions damage to the Property caused by such fire or casualty; and (any 3) Seller shall be entitled to prosecute all insurance claims in connection with such casualty under insurance policies obtained by Seller for the Property and to retain all insurance proceeds resulting therefrom. If the aggregate estimated cost of which may be waived in whole repairing such damage and resulting rent loss is One Hundred Thousand Dollars ($100,000) or in part by the Purchaser): more, then Buyer may, at its sole option, (i) terminate this Amended and Restated Contract whereupon the Deposit and any interest thereon shall be returned to Buyer and the parties shall be relieved of all further liability or obligation hereunder, or (ii) elect to proceed to Closing, in which event the provision of clauses (1), (2) and (3) above shall govern. (6) Except as is otherwise explicitly provided in Section 7(a)(5) above with respect to a casualty loss, all structural elements and mechanical, electrical, plumbing, heating, ventilating and air conditioning and other operating systems and equipment in the Property shall be in compliance with all applicable legal requirements and in the same condition as on the effective date of the Original Contract, normal wear and tear excepted. (7) The Property (including land, surface water, ground water, and improvements, if any) shall be free of Hazardous Materials, except Hazardous Materials, if any, existing at the end of the Feasibility Period and expressly approved in writing by Buyer. (8) There shall not be in force pending nor been threatened, any order action, suit or decree, statute, rule proceeding against or regulation affecting Seller or the Property before or by any Governmental Authority restrainingfederal or state court, enjoining commission, regulatory body, administrative agency or prohibiting the consummation of the Closingother governmental body, domestic or foreign. (9) Except in the event that Buyer elects, in its sole discretion, to exercise the Defeasance Option, the following conditions precedent concerning the Existing Financing shall be satisfied: (i) The Existing Lender shall have issued the Existing Lender Consent on terms that are satisfactory to Buyer and consistent with the requirements of Section 1(c) and the consent of any rating agencies or other parties having an interest in or otherwise affiliated in any way with the Existing Financing that is required for or in connection with the transfer of title to the Property to Buyer subject to the lien of the Existing Financing Deed of Trust shall also have been obtained by Seller; (ii) Each Seller shall have received the fully executed and dated Existing Financing Release from the Existing Lender, in form and content reasonably acceptable to Seller or Seller shall have waived in writing its right to obtain the Existing Financing Release; (iii) the Existing Lender shall have issued the Existing Financing Estoppel Certificate in conformity with the requirements of Section 1(c); (iv) there shall exist no default by Seller under the Existing Financing Documents and the Existing Financing shall be current in all respects; and (v) unless the Buyer elects to complete a defeasance of the Existing Financing (Buyer shall have the right to take title to the Property at Closing subject to the lien of the Existing Financing Deed of Trust and the other Existing Financing Documents without modification of the terms thereof. In the event that Buyer elects, in its sole discretion, to exercise the Defeasance Option, then the defeasance of the Existing Financing Property shall have been fully consummated on or before the date of Closing under this Amended and Restated Contract and Seller shall convey the Property to Buyer free and clear of the lien of the Exiting Financing Deed of Trust and the terms of the other Existing Financing Documents. (10) Seller shall obtain from the Existing Tenant and from any tenants under leases entered into by Seller after the Effective Date in conformity with Section 6 of this Amended and Restated Contract, and deliver to Buyer on or before the Closing Date a completed estoppel certificate in substantially the form attached hereto as Exhibit I, confirming all of the information requested in Exhibit I with respect to such tenant or occupant (“Tenant Estoppel Certificates”), each of which Tenant Estoppel Certificates shall be dated no earlier than the date that is fifteen (15) days prior to the Closing Date. (11) The Property shall possess all Permits necessary for its operation as an industrial warehouse building, and the same shall be in full force and effect, in good standing and not subject to any known or threatened challenge. (12) All covenants, representations and warranties of the Company Seller to Buyer contained in this Agreement Amended and the other Transaction Documents to which the Company is a party Restated Contract and any exhibits hereto shall be true and correct in all material respects at Closing with the same force and effect as if such covenants, representations and warranties were made at and as of such time; provided that the Closing of the purchase and sale provided herein shall not be nor be deemed to be a waiver of other covenants, representations and warranties contained herein, which covenants, representations and warranties shall continue in full force and effect after Closing for the benefit of Buyer as provided herein for a period of six (except 6) months after Closing. Notwithstanding that any such representation certain of Seller’s representations and warranties may be limited to extent of Seller’s knowledge or warranty which speaksSeller’s best knowledge of the facts stated therein, by its termsthe conditions precedent to Buyer’s obligation to Close hereunder set forth in Section 7 (viz., as that all representations and warranties of a specific date or time other than the Closing, shall Seller be true and correct as of such date)Closing) shall not be so limited, and each the satisfaction of said conditions shall depend upon the actual correctness, as of the covenants and agreements time of Closing, of the Company facts stated in all such representations and warranties. (13) Buyer and the appropriate authorities of Xxxxxxxxxx County, Maryland (the “County”) shall have executed and delivered a binding and enforceable written agreement (the “County Transaction Agreement”) pursuant to be performed or complied with which (i) the County shall acquire the Property from Buyer, and (ii) Buyer may acquire certain other real property owned by the Company as of or prior County in exchange for the Property (collectively, the “County Transaction”). The County Transaction Agreement shall be on terms and conditions acceptable to Buyer in its sole discretion. All feasibility study periods pursuant to the Closing County Transaction Agreement shall have expired, any County rights to terminate the County Transaction Agreement shall have expired, and all conditions precedent, if any, to the County’s obligation to consummate the County Transaction Agreement shall have been performed or complied with by the Company in all material respectssatisfied. (iii14) The Company County shall have delivered issued written evidence satisfactory to Buyer that the certificates County has obtained all of the requisite final and non-appealable approvals (collectively, the other documents “Approvals”) to (if anya) required to be delivered acquire the Property either by it pursuant to Section 2(b)(ii) in accordance with accepting an assignment of this Amended and Restated Contract or purchasing the provisions thereof. Property from Buyer, and (b) Notwithstanding any other provision of this Agreement or any enter into and consummate the County Transaction pursuant to the terms of the other County Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. Agreement; and (ii) Each Buyer shall have approved in its sole discretion (1) all of the representations terms and warranties conditions of the Purchaser contained in this Agreement Approvals; and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h2) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required any exchange property to be received by the Company pursuant to Section 2(b)(ii) Buyer in accordance connection with the provisions thereofCounty Transaction (the “County Property”).

Conditions Precedent to Closing. (a) Notwithstanding any other provision The closing of the sale of the Shares contemplated by this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall will be subject to the satisfactionsatisfaction of the following conditions precedent (the “Conditions Precedent”), any of which may be waived by Purchaser, in whole or in part: 4.1 The representations and warranties of the Corporation set forth in this Agreement shall be true and correct on and as of the Closing Date. 4.2 All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the these covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing obligations, shall have been duly performed or and complied with by the Company in all material respects. 4.3 The holders of the Corporation’s Series A Preferred Stock (the “Preferred A Holders”) and the holders of the Corporation’s common stock shall have executed and delivered to and in favor of the Corporation and the Purchaser any and all consents to, and waivers in respect of, the Transaction, as mandated by the (i) Certificate of Incorporation (as amended and restated), (ii) the Series A Convertible Preferred Stock Purchase Agreement between the Corporation and the Preferred A Holders dated August 29, 2018 (the “Preferred A SPA”), and (iii) The Company shall have delivered the certificates August 29, 2018 Investor Rights Agreement between the Corporation, the Preferred A Holders, and the other documents holders of the Corporation’s issued and outstanding common stock (if anythe “Rights Agreement”), such consent to include, inter alia, (x) required consent to the composition of the Board (as that term is hereinafter defined), (y) consent to the issuance of the Shares to the Purchaser, and (z) a waiver of the preemptive purchase rights set forth in the Rights Agreement. 4.4 Each of the Purchaser and the Corporation shall be delivered by it pursuant to Section 2(b)(ii) satisfied, in accordance its sole discretion, with the provisions thereofresults of its due diligence investigations in respect of the Transaction. (b) Notwithstanding any other provision 4.5 The boards of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, directors of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing Corporation shall have been performed or complied with by approved the Purchaser in all material respectsTransaction. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision 6.1 Conditions Precedent to the Obligations of this Agreement or any of the other Transaction Documents, the Purchaser. Purchaser's obligation of the Purchaser to consummate the Closing shall be purchase of the Assets under this Agreement is subject to the satisfactionfulfillment, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part writing by the Purchaser): (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation each representation and warranty of the Closing. (ii) Each of the representations Seller and warranties of the Company Matria contained in this Agreement and Agreement, the other Transaction Documents breach of which, individually or in the aggregate, would reasonably be expected to which the Company is have a party Material Adverse Effect, shall be true at and correct in all material respects as of the time of the Closing with the same effect as though such representation and warranty had been made again at and as of that time (except that for changes contemplated by this Agreement, and except for any such representation or and warranty which speaks, by its terms, made as of a specific date or time other than the Closingdate, which shall be true and correct as of such date); (b) Seller and Matria shall have performed and complied in all material respects with each obligation, covenant and each of the covenants and agreements of the Company condition required by this Agreement to be performed or complied with by the Company as each of or them prior to or at the Closing shall have been performed or complied with by the Company in all material respects.Closing; (iiic) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There there shall not be in force effect any injunction or restraining order or decree, statute, rule or regulation issued by any Governmental Authority restraining, enjoining or a court of competent jurisdiction prohibiting the consummation of the Closing.transactions contemplated by this Agreement, and there shall not be any judicial, administrative or arbitral actions, claims, suits investigations, proceedings or governmental proceeding pending or, to the Knowledge of Purchaser, threatened against Purchaser, preventing the consummation of the transactions contemplated by this Agreement; (iid) Each there shall have been no change in the condition (financial or otherwise) or results of operations of the representations Business since the date of this Agreement that would reasonably be expected to have a Material Adverse Effect; (e) Purchaser shall have been furnished with certificates of executive officers of each of Seller and warranties Matria, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, certifying as to the fulfillment of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser conditions set forth in Section 3(hclauses (a) hereof shall be true and correct in all respects as of such date(b), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects.; and (iiif) The Purchaser shall have paid received all government approvals required to consummate the Purchase Price to the Company, transactions contemplated by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser.this Agreement; and (ivg) The Company Seller and Matria shall have received all necessary approvals, waivers and consents under the Credit Agreement, dated as of January 19, 1999 among Matria Healthcare, Inc., certain lenders named therein and First Union National Bank, as administrative agent (the "Credit Agreement"), in order for Seller to consummate the transactions contemplated by this Agreement, and the lenders thereunder shall have released their lien on the Assets and executed such UCC-3 termination statements or other documents required necessary to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereofevidence such release.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligations of ANBT and the SELLERS under this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be and are subject to the satisfactionfulfillment, at or prior to or at the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the That EXXX'x and MANAGEMENT's representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party herein shall be true and correct in all material respects at the time of Closing as of the Closing (except that any if such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true representations and correct as of warranties were made at such date)time, and each of MANAGEMENT will deliver an executed certification confirming the covenants foregoing; (ii) That EXXX and agreements of the Company MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by the Company as of or them prior to or at the Closing shall have been performed or complied with by time of the Company in all material respects.Closing; (iii) The Company That EXXX'x directors and shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly ANBT led and held, shall have delivered properly approved all of the certificates and the other documents (if any) matters required to be delivered approved by it pursuant to Section 2(b)(iiEXXX'x directors and shareholders, respectively; (iv) in accordance with That EXXX'x Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the provisions thereof.transactions contemplated hereby; and (b) Notwithstanding any other provision The obligations of EXXX and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or any of the other Transaction Documents, the obligation of the Company to consummate at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the That ANBT 's and SELLERS' representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party herein shall be true and correct in at the time of Closing as if such representations and warranties were made at such time and ANBT and the ANBT PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That ANBT and ANBT PRINCIPALS shall have performed or complied with all material respects as of the Closing Date (except that the representation agreements, terms and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser conditions required by this Agreement to be performed or complied with by the Purchaser as of or them prior to or at the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer time of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.Closing; and

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) All permits, approvals, clearances, filings with and consents of any and all Governmental Authorities required to be obtained, received or made by the Company, including, without limitation, Marad, in connection with the Closing and the transactions contemplated by this Agreement and the other Transaction Documents shall have been procured. (ii) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (iiiii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects both on the date hereof and as of the Closing Date (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the date hereof or the Closing, shall be true and correct as of such date), with the same effect as if made on the Closing Date at and as of the Closing, and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iiiiv) The Company shall have delivered the certificates certificates, and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company): (i) All permits, approvals, clearances, filings with and consents of any and all Governmental Authorities required to be obtained, received or made by the Company, including, without limitation, Marad, in connection with the Closing and the transactions contemplated by this Agreement and the other Transaction Documents shall have been procured. (ii) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (iiiii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects both on the date hereof and as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such datedate and as of the Closing Date), with the same effect as if made on the Closing Date at and as of the Closing, and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iiiiv) The Purchaser shall have paid made the Purchase Price payments specified in the Payment Instructions Letter to be made at the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the PurchaserClosing. (ivv) The Company shall have received the Final Signed Affidavits and the Instruments of Accession and the other documents (if any) required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. (a) Notwithstanding any other provision The obligation of Buyer to purchase the Property pursuant to this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be expressly conditioned upon and subject to the satisfaction, at satisfaction (or prior to the Closing, written waiver by Buyer) of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company Seller contained in this Agreement and the other Transaction Documents to which the Company is a party section 5 shall be true and correct in all material respects as of the Closing Date; (except that ii) Seller shall not be in default of any such representation or warranty which speaks, by of its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects.obligations under this Agreement; and (iii) The Company current tenant (as of the Execution Date) of the Exchange Unit elects not to exercise its right to purchase the Exchange Unit pursuant to the provisions of Article 13, Sections 46-55 of the Baltimore City Code (1976 Edition, as amended). If any one or more of such conditions precedent are not satisfied (or the satisfaction thereof is not waived in writing by Buyer) as of the Closing Date, then Buyer shall have delivered the certificates right, at its option, to terminate this Agreement by written notice thereof to Seller, and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofthereafter neither party shall have any further liability or obligation hereunder. (b) Notwithstanding any other provision The obligation of Seller to sell the Property pursuant to this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be expressly conditioned upon and subject to the satisfaction, at satisfaction (or prior to the Closing, written waiver by Seller) of each of the following conditions (any of which may be waived in whole or in part by the Company):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party section 6 shall be true and correct in all material respects as of the Closing Date Date; (except that the representation and warranty ii) Buyer shall not be in default of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as any of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects.its obligations under this Agreement; and (iii) The Purchaser current tenant (as of the Execution Date) of the Exchange Unit elects not to exercise its right to purchase the Exchange Unit pursuant to the provisions of Article 13, Sections 46-5 5 of the Baltimore City Code (1976 Edition, as amended). If any one or more of such conditions precedent are not satisfied (or the satisfaction thereof is not waived in writing by Seller) as of the Closing Date, then Seller shall have paid the Purchase Price right, at its option, to the Companyterminate this Agreement by written notice thereof to Buyer, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company and thereafter neither party shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereofany further liability or obligation hereunder.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any SECTION 7.1. Conditions to the Company’s Obligations. The obligations of the other Transaction DocumentsCompany hereunder required to be performed on the Closing Date shall be subject, at the obligation election of the Purchaser to consummate the Closing shall be subject Company, to the satisfactionsatisfaction or waiver, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (ia) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the The representations and warranties of the Company each Holder contained in this Agreement shall have been true and the other Transaction Documents to which the Company is a party correct when made and, in addition, shall be repeated and true and correct in all material respects on and as of the Closing (except that any such representation or warranty which speaks, by its terms, Date with the same force and effect as though made on and as of a specific date or time other than the Closing, Closing Date. (b) Each Holder shall be true have performed in all material respects all obligations and correct as of such date)agreements, and each of the complied in all material respects with all covenants and agreements of the Company contained in this Agreement to be performed or and complied with by the Company as of such Holder at or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iiic) Any applicable waiting period under the HSR Act shall have expired or been terminated. (d) The Company shall have delivered received, on terms reasonably satisfactory to the certificates Company, Apollo Management and Blackstone, any consent or waiver necessary under the other documents (if any) required Credit Agreement to be delivered by it pursuant to Section 2(b)(ii) in accordance with permit the provisions thereofperformance of this Agreement and consummation of the Transactions. (be) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation The stockholders of the Company to consummate shall have approved the Closing Issuance as required by Applicable Law. (f) The Holders shall be subject to the satisfaction, at or prior to the Closing, of have entered into each of the following conditions Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement. (any of which may be waived in whole or in part by g) The Holders shall have delivered certificates representing their Shares to the Company):. (h) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the The concurrent consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with Exchange by the Purchaser Apollo/Blackstone Shareholders (as of or prior to defined in the Closing shall have been performed or complied with by the Purchaser in all material respectsShareholders Agreement). (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company shall have received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the provisions thereof.

Conditions Precedent to Closing. 5.1 Condition Precedent to the Obligations of the Parties (a) Notwithstanding any other provision of this Agreement or any It shall be condition precedent to the obligations of the other Transaction Documents, the obligation of the Purchaser Parties to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part transactions contemplated by the Purchaser):this Agreement that: (i) There no Government Agency shall not be have enacted, issued, promulgated, enforced or entered any law, rule, regulation, order, decree or injunction that is in force any order effect on the Closing Date and has the effect of making the joint venture establishing EAP illegal or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or otherwise prohibiting the consummation of the Closing.transactions contemplated hereby; and (ii) Each the shareholders of Gondwana have approved GAP's participation in EAP on or before the End Date. (b) It shall be condition precedent to the obligations of EAP and exxxxxx.xxx to consummate the transactions contemplated by this Agreement that each of the representations and warranties of the Company GAP contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects when made and on and as of the Closing Date as if made on and as of such date (except other than representations and warranties that any such representation or warranty which speaks, by its terms, address matters only as of a specific date or time other than the Closingcertain date, which shall be true and correct as of such certain date), except as contemplated or permitted by this Agreement, and each exxxxxx.xxx shall have received a certificate executed by a director and a company secretary of the covenants and agreements of the Company GAP to such effect; and (c) It shall be performed or complied with by the Company as of or prior condition precedent to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates obligations of EAP and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company GAP to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of transactions contemplated by this Agreement that each of the following conditions (any of which may be waived in whole or in part by the Company): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser exxxxxx.xxx contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (except other than representations and warranties that the representation and warranty address matters only as of the Purchaser set forth in Section 3(h) hereof a certain date, which shall be true and correct in all respects as of such certain date), except as contemplated or permitted by this Agreement, and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company GAP shall have received a certificate of the documents required President and Chief Financial Officer of exxxxxx.xxx to be received by such effect. 5.2 Non-fulfilment of Conditions If (a) any of the Company condition precedent in Section 5.1(a)(ii) is not fulfilled (or has not been waived under Section 5.3) on or before the End Date, or (b) the Loan is not advanced to EAP for whatever reason; or (c) the portion of the License Fee payable on the Closing Date is not paid on or before 5pm (Perth time) on the Closing Date for whatever reason, then this Agreement, other than Articles 1 (Definitions and Interpretation), 3 (Confidentiality), 5 (Conditions Precedent), 12 (Representations and Warranties), 14.3 - 14.17 (Miscellaneous Provisions), automatically terminates on the End Date or on the Closing Date (as applicable). For the avoidance of doubt, if this Agreement is terminated pursuant to this Section 2(b)(ii) 5.2, no person shall have any liability to any other person arising out of or in connection with this Agreement or the Loan Agreement, except in accordance with the provisions thereofSections 1, 3, 12 and 14.3 - 14.17.

Conditions Precedent to Closing. (a) Notwithstanding any other provision of Purchaser's obligation under this Agreement or any of to purchase the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be Premises is subject to the satisfaction, at or prior to the Closing, fulfillment of each of the following conditions (any conditions, subject, however, to the provisions of which may be waived in whole or in part by the PurchaserSection 10(c): (i) There The representations and warranties of Seller contained herein shall not be in force any order or decreetrue, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation accurate and correct as of the Closing.Closing Date except to the extent they relate only to an earlier date (subject to the provisions of Section 8(a)(ii)); (ii) Each Seller shall be ready, willing and able to deliver title to the Premises in accordance with the terms and conditions of this Agreement; and (iii) Seller shall have delivered all the representations documents and warranties of the Company contained in other items required pursuant to Section 11, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects. (iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof. (b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, Seller at or prior to the Closing, . (b) Seller's obligation under this Agreement to sell the Premises to Purchaser is subject to the fulfillment of each of the following conditions (any conditions, subject, however to the provisions of which may be waived in whole or in part by the CompanySection 10(c): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party herein shall be true true, accurate and correct in all material respects as of the Closing Date Date; (except that ii) Purchaser shall have delivered the representation funds required hereunder and warranty of all the documents to be executed by Purchaser set forth in Section 3(h) hereof 12 and shall be true have performed all other covenants, undertakings and correct in all respects as of such date)obligations, and each of the covenants and agreements of the Purchaser complied with all conditions required by this Agreement to be performed or complied with by the Purchaser as of at or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects.Closing; (iii) The all consents and approvals of governmental authorities and parties to agreements to which Purchaser is a party or by which Purchaser's assets are bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have paid the Purchase Price been obtained and copies thereof shall have been delivered to Seller at or prior to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser.Closing; (iv) The Company on or prior to Closing Date, (A) Purchaser shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have received been discharged prior to the documents required Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (B) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (C) Purchaser shall not have made a general assignment for the benefit of creditors, (D) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (E) Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, cancelled or terminated prior to the Closing Date; and (v) [INTENTIONALLY DELETED]. (c) In the event that any condition contained in Section 10(a) or (b) is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) terminate this Agreement. In the event such party elects to terminate this Agreement, this Agreement shall be terminated, the Fund shall be returned to the Purchaser, except if the Purchaser (and not the Seller) is otherwise in material default hereunder, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations. Nothing contained in this Section 10(c) shall be construed so as to bestow any right of termination upon a party for the failure of a condition to be received by satisfied unless such party is expressly entitled to the Company pursuant to satisfaction of such condition as provided in Section 2(b)(ii10(a) in accordance with the provisions thereofor (b).

Conditions Precedent to Closing. (a) Notwithstanding any other provision All obligations hereunder of this Agreement Seller are subject, at the sole option of Seller, to the fulfillment prior to or any of the other Transaction Documents, the obligation of the Purchaser to consummate at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each and every one of the following conditions (any of which may be waived in whole or in part by the Purchaser):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation All of the Closingagreements and covenants contained in this Agreement that are to be complied with, satisfied and performed by Xxxxx on or before the Closing Date shall have been complied with, satisfied and performed. (ii) Each All of the representations and warranties of the Company contained made by Buyer in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects both on and as of the date of this Agreement and on and as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respectsDate. (iii) The Company Buyer shall deliver at the Closing to Seller all of the payments and documents referred to in Subsection 8(a) hereof. (iv) No suit, action, or proceeding shall be instituted before any court or governmental agency or other body to restrain or prevent the transaction contemplated hereunder, nor shall any governmental investigation relating to the transactions contemplated by this Agreement have delivered been commenced and not resolved by the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereofClosing Date. (b) Notwithstanding any other provision All obligations of Buyer under this Agreement are subject, at the sole option of Buyer, to the fulfillment prior to or any of the other Transaction Documents, the obligation of the Company to consummate at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each and every one of the following conditions (any of which may be waived in whole or in part by the Company):conditions: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation All of the Closingagreements and covenants contained in this Agreement that are to be complied with, satisfied and performed by Seller on or before the Closing Date shall have been complied with, satisfied and performed. (ii) Each All of the representations and warranties of the Purchaser contained made by Seller in this Agreement and the or in any other Transaction Documents agreement, certificate, financial statement, instrument or document furnished or to which the Purchaser is a party be furnished to Buyer shall be true and correct in all material respects both on and as of the date of this Agreement and on and as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respectsDate. (iii) The Purchaser business and properties of Seller shall not have paid the Purchase Price to the Companybeen materially adversely affected in any way, whether by wire transfer fire, casualty, act of immediately available funds pursuant to payment instructions furnished by the Company to the PurchaserGod or otherwise. (iv) The Company Seller shall have received deliver at the Closing to Buyer all of the documents required referred to in Subsection 8(b) hereof. (v) No suit, action, or proceeding shall be received instituted before any court or governmental agency or other body to restrain or prevent the transaction contemplated hereunder, nor shall any governmental investigation relating to the transactions contemplated by this Agreement have been commenced and not resolved by the Company pursuant Closing Date. (vi) A court order, acceptable to Section 2(b)(iithe Buyer in its sole discretion, issued by the United States Bankruptcy Court for the Western District of Washington approving this Agreement and the action contemplated herein, in Chapter 11 Case Number 12-10808-MLB. (vii) Receipt of a copy of a Confirmed Plan of Reorganization, acceptable to the Buyer, issued by the United States Bankruptcy Court for the Western District of Washington in accordance with the provisions thereofChapter 11 Case Number 12-10808-MLB.

Conditions Precedent to Closing. (a) Notwithstanding any other provision 7.1. Conditions for the benefit of this Agreement [COMPANY NAME] 7.1.1. [FIRST PARTY NAME] shall have performed or any complied with all of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser): (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company covenants contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of [FIRST PARTY NAME] at or prior to the Closing Time; 7.1.2. [SECOND PARTY NAME] shall have been performed or complied with by completed its due diligence review of the Company in all material respects. (iii) The Company shall have delivered the certificates Seller, [COMPANY NAME] and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) Subsidiaries in accordance with Section 7.3 hereof and be satisfied with the provisions results thereof.. The representations, warranties, covenants and agreements set forth in this Agreement shall survive the closing notwithstanding any examination made by or on behalf of [SECOND PARTY NAME] or any knowledge of any of its agents or the acceptance by [SECOND PARTY NAME] of any certificate; (b) Notwithstanding 7.1.3. the Shareholders, other than [FIRST PARTY NAME], shall have executed an agreement with [SECOND PARTY NAME] and [FIRST PARTY NAME] undertaking to sell their Shares to [SECOND PARTY NAME] upon the terms and conditions herein contained; 7.1.4. the indebtedness of [COMPANY NAME] to [FIRST PARTY NAME] in the amount of [AMOUNT], as well as any other provision indebtedness owing to [COMPANY NAME] by any director, officer or shareholder of this Agreement [COMPANY NAME] or any of the other Transaction DocumentsSubsidiaries or owing by [COMPANY NAME] to any such Person, the obligation of the Company to consummate the Closing shall be subject reimbursed in full, including without limitation as to the satisfactionprincipal, interest, fees and penalties (if any), at or before the Closing; 0.0.0. xx action or proceeding in [COUNTRY] will be pending or threatened by any person or Governmental Agency to enjoin, restrict or prohibit the sale and purchase of the Shares contemplated hereby; 7.1.6. all consents, approvals, Orders and authorizations of any Person or Governmental Authorities (or registrations, declarations, filings or recordings with any of them), required for the Closing (other than routine post closing notifications or filings), shall have been obtained or made on or before the Closing Time; 0.0.0. xx material adverse change shall have occurred since [DATE] with respect to the Condition of the Business and [SECOND PARTY NAME] shall have received immediately prior to Closing a certificate from a senior officer of [FIRST PARTY NAME] certifying that this condition has been satisfied; 0.0.0. xx court order shall have been entered that prohibits or restricts the Closing, of each . None of the following conditions Parties (including [SECOND PARTY NAME]), nor any of which may their respective directors, officers, employees or agents, shall be waived in whole a defendant or in part by the Company): (i) There shall not be in force third party to or threatened with any order litigation or decree, statute, rule proceedings before any court or regulation by any Governmental Authority restrainingwhich, enjoining in the opinion of [SECOND PARTY NAME], acting reasonably, could prevent or prohibiting restrict that party from performing any of its obligations in any Closing Document; 7.1.9. all documentation relating to the consummation sale and purchase of the Closing. (ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of Shares including the Closing Date (except that Documents relating to the representation due authorization and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as completion of such date), sale and each of the covenants purchase and agreements of the Purchaser to be performed or complied with by the Purchaser as of all actions and proceedings taken on or prior to the Closing in connection with the performance by [FIRST PARTY NAME] of its obligations under this Agreement shall have been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price be satisfactory to the Company[SECOND PARTY NAME] and its counsel, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company acting reasonably, and [SECOND PARTY NAME] shall have received copies of the documents required Closing Documents and all such documentation or other evidence as it may reasonably request in order to be received establish the consummation of the transactions contemplated hereby and the taking of all corporate proceedings in connection therewith in form (as to certification and otherwise) and substance satisfactory to [SECOND PARTY NAME] and its counsel; 7.1.10. at the Closing Time, all directors and officers of [COMPANY NAME] and each of the Subsidiaries shall submit a resignation from all positions with [COMPANY NAME] and each of the Subsidiaries, and a release by each of them as well as [FIRST PARTY NAME] of all claims against [COMPANY NAME] and each of the Company pursuant Subsidiaries up to Section 2(b)(iithe Closing Time except for (i) in accordance with the provisions thereof.current unpaid remuneration and advances made to [COMPANY NAME] and

Conditions Precedent to Closing. (a) Notwithstanding any other provision 1. The obligation of this Agreement or any Desa to purchase and accept delivery of the other Transaction DocumentsSubject Assets to be sold, the obligation of the Purchaser to consummate assigned, transferred and delivered at the Closing shall be subject to the satisfaction, at satisfaction on or prior to the Closing, of each Closing Date of the following conditions (any conditions, the compliance with or occurrence of which may be waived in whole or in part writing by the Purchaser):Desa: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the A. The representations and warranties of the Company Remington contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects on and as of the Closing (except that any Date, with the same effect as though such representation or warranty which speaks, by its terms, representations and warranties had been made on and as of a specific date the Closing Date; Remington shall have performed, complied with or time other than the Closingsatisfied all agreements, shall be true and correct as of such date), and each of the covenants and agreements of the Company conditions required by this Agreement to be performed or performed, complied with or satisfied by the Company as of it at or prior to the Closing Date; and there shall have been performed or complied delivered to Desa on the Closing Date such certificates and other documents with by respect to the Company foregoing and in all material respectscompliance with this Agreement as Desa may reasonably request. (iii) The Company B. No action or proceeding shall be pending or threatened at any time prior to or at the Closing Date before any court or governmental body by any person not a party to this Agreement or any public agency or authority seeking to restrain, enjoin or prohibit, or damages or other relief in connection with the execution and delivery of this Agreement or the sale, assignment, transfer or delivery or the purchase hereunder. C. Remington shall have delivered or caused to be xxxxxxxxx to Desa such deeds, bills of sale, assignments and other documents of transfer as required to transfer all its right, title and interest to all the certificates Subject Assets and the business of the Department to be sold to Desa pursuant to this Agreement, such deeds, bills of sale, assignments and other documents of transfer to be satisfactory in form and substance to Desa and its counsel and to be in compliance with this Agreement. D. There shall have been no material adverse change in the Subject Assets taken as a whole, or in the business, general affairs, condition (if anyfinancial or otherwise), management, financial position or results of operations of the Department from that set forth on the financial statements as at December 31, 1968 and May 31, 1969. E. Remington shall have furnished to Desa an opinion, xxxxx xxe Closing Date, of Richard H. Rea, General Counsel for Remington, in xxxx xxx xxxxtance satisfactory to Desa and its counsel, to the effect that: (1) Remington is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with full corporate power and authority to own and hold its properties and conduct its business as presently operated, and to enter into, and carry out the transactions contemplated by, this Agreement, the Product Supply Agreement and the Export Sales Agreement; (2) Remington has taken all action (corporate and other) necessary for the due authorization, execution, delivery and performance of this Agreement, the Product Supply Agreement and the Export Sales Agreement in accordance with their terms, and this Agreement, the Product Supply Agreement, and the Export Sales Agreement have each been duly authorized, executed and delivered by Remington and each constitutes a legal, valid and binding obligation of Remington in accordance with its terms; (3) Each deed and document of sale, assignment, transfer or delivery delivered to Desa pursuant to the Agreement has been duly authorized, executed and delivered by Remington; (4) The execution and delivery of this Agreement, the Product Supply Agreement and the Export Sales Agreement, and the performance of, and compliance with, the terms and conditions thereof, have not and will not violate any provision of applicable law or the Articles of Incorporation or ByLaws of Remington and have not and will not conflict with or result in any breach of any of the terms or conditions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the Subject Assets pursuant to any agreement, instrument, decision or order known to such counsel to which Remington is a party, by which it is bound, or to which any of the Subject Assets are subject; (5) To the best of counsel's knowledge, there do not exist any violations of, or defaults under, any agreement, instrument, decision or order to which Remington is a party, by which it is bound, or of which any of the Subject Assets are subject; and (6) Remington has duly and validly sold, assigned, transferred and delivered to Desa (by special warranty deeds in the case of real property and appropriate instruments and documents of transfer in the case of all other Subject Assets, in proper form and duly executed and acknowledged) all its right, title and interest in and to the Subject Assets. F. All required authorizations, consents, and approvals of any authority or person in respect of this Agreement, the Product Supply Agreement and the Export Sales Agreement and of the consummation of the transactions set forth herein and therein and contemplated hereby and thereby shall have been duly obtained. G. The purchase and sale contemplated by the Canada Purchase and Sale Agreement, dated as of July 18, 1969, between Desa and Remington Arms of Canada, Limited shall have been consummated. H. Remington shall have delivered to Desa such xxxxxxxxxl certificates, instruments and documents as Desa or its counsel may reasonably request. I. The validity of all transactions herein mentioned as well as the form and substance of all opinions, deeds, certificates, instruments and other documents to be delivered by it pursuant Remington hereunder, shall be satisfactory to Section 2(b)(ii) in accordance with the provisions thereofDesa's counsel, Messrs. Sullivan & Cromwell. (b) Notwithstanding any other provision J. A sufficient number of this Agreement or any employees in the Department at the Park Forest Plant shall have accepted employment by Desa so that Desa may conduct the business of the other Transaction DocumentsDepartment in substantially the manner and at substantially the levels existing prior to the Closing Date. K. The contract dated May 2, 1969, between Remington and Montgomery Ward and Company shall have been assigned to Xxsa xxd Montgomery Ward shall have consented to the obligation xxxxxxxxxt. L. There shall have been delivered to Desa certificates for all of the outstanding capital stock of Mall Tool Company, a Delaware corporation incorporated on November 24, 1958, duly endorsed in blank or with stock powers attached and in negotiable form for transfer and with all transfer tax stamps, if any, July affixed, together with all of the books and records of such corporation; and Desa shall have received a certificate of a Vice President and the Treasurer of Remington to the effect that to the best of their knowledge, as of the Closing Date, Mall Tool Company has no liabilities, obligations or commitments of any kind and only such assets in such amounts as may be set forth in such certificate. M. The Accountant's Agreed Book Value shall not be less than the Department's Agreed Book Value. 2. The obligations of Remington to consummate sell, assign, transfer and deliver the Subject Assets and the business of the Department at the Closing shall be subject to the satisfaction, satisfaction at or prior to the Closing, of each Closing Date of the following conditions (any conditions, the compliance with or occurrence of which may be waived in whole or in part writing by the Company):Remington: (i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the A. The representations and warranties of the Purchaser Desa contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects on and as of the Closing Date (except that Date, with the representation same effect as though such representations and warranty warranties had been made on and as of the Purchaser set forth in Section 3(h) hereof Closing Date; Desa shall be true and correct in have complied with or satisfied all respects as of such date)agreements, and each of the covenants and agreements of the Purchaser conditions required by this Agreement to be performed or performed, complied with or satisfied by the Purchaser as of them at or prior to the Closing Date; and there shall have been performed or complied delivered to Remington on the Closing Date such certificates and other documents with by respect to the Purchaser foregoing and in all material respectscompliance with this Agreement as Remington may reasonably request. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of immediately available funds pursuant to payment instructions furnished by the Company to the Purchaser. (iv) The Company B. Remington shall have received the documents required Note and a check xx xxxxks payable to be received by the Company its order pursuant to Section 2(b)(ii3 of Article I of this Agreement. C. Desa shall have assumed by appropriate instruments xxx obligations and liabilities to be assumed by it under this Agreement (other than as provided in Section 2 of Article XIV), which instruments shall provide that Desa will indemnify and hold harmless Remington from any and all damages, claims, losses, liabilities and expenses (including but without limitation, legal and other expenses) which result from or relate to any act, omission, default or arrearage by Desa from and after May 31, 1969 with respect to such obligations and liabilities so assumed as of such date, except that Desa shall not assume any obligations or liabilities with respect to product liability claims or litigation involving personal injury or death arising prior to the Closing Date. D. Desa shall have furnished to Remington an opinion, xxxed the Closing Date, of Sullivan & Cromwell, New York, New York, in form xxx xxxxtanxx xxxxsfactory to Remington and its counsel to the effect that: (1) Desa is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to enter into, and carry out the transactions contemplated by, this Agreement, the Product Supply Agreement and the Export Sales Agreement; (2) This Agreement, the Product Supply Agreement and the Export Sales Agreement have each been duly authorized, executed and delivered by Desa and each constitutes a legal, valid and binding obligation of Desa in accordance with the provisions thereofits terms; (3) The Note has been duly and validly authorized and issued and is a legal, valid and binding obligation of Desa in accordance with its terms; and (4) The instruments of assumption whereby Desa has assumed certain obligations and liabilities of Remington to be assumed by it under this Agreement have been duly authorized, executed and delivered. E. Desa shall have delivered to Remington such xxxxtional certificates, instruments and documents as Remington or its counsel may reasonably request. F. The conditions set forth in Sections 1(B) and 1(G) of this Article XI shall have been satisfied.