Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. 7.1 The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 a. The obligations obligation of Seller Purchaser to consummate close hereunder shall be expressly conditioned upon, and subject to, the transactions contemplated satisfaction (or written waiver by this Agreement are subject to Purchaser) of each of the following conditions: a. The (1) Each of the representations and or warranties made by Buyer contained in Section 6(a) of this Agreement Contract shall be true in all material respects when as if made and on and as of the Closing as though such representations and warranties were made on and as Date of Closing. (2) No part of the ClosingProperty shall have been acquired, or shall be about to be acquired (as evidenced by written notice thereof), by authority of any governmental agency or other authority in the exercise of its power of eminent domain or by private purchase in lieu thereof (a “Taking”). If such a Taking has occurred or if Seller shall have received from Buyer written notice of any such contemplated Taking, Purchaser may, at its sole option (i) terminate this Contract and receive a full refund of the Deposit and any interest earned thereon; or (ii) continue this Contract, pay the full purchase price without reduction, accept an assignment of Seller’s rights in any condemnation award (whether received prior to or after Closing) and proceed to Closing; provided that, (A) Seller shall not consent to any Taking or agree to any condemnation award without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a Taking affecting any portion of the Property or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a satisfactory certificate condemnation award arising prior to such effect signed by an authorized officer of BuyerClosing. b. Buyer (3) All written notices of violations of governmental orders or requirements noted or issued by any public authority having jurisdiction, and any action in any court against or affecting the Property, shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before and the Property shall be free and clear thereof. In the event that any notices of violations are issued with respect to the Property prior to Closing, all corrective work required thereby shall be performed by or at Closingpaid by Seller. Buyer The nature, extent, methods and materials for any corrective work and the parties performing such work shall have received from Seller at Closing a satisfactory certificate be subject to such effect signed by an authorized officer of SellerPurchaser’s prior approval. c. Seller (4) The Property shall have executed possess all clearances, permits, occupancy certificates, licenses and delivered registrations necessary for its intended purpose, and the same shall be in full force and effect, in good standing and not subject to Buyer at the Closing each any known or threatened challenge. (5) There shall be no unrepaired damage by fire or other casualty to any portion of the Seller Documents and such additional documents as may be reasonably requested by Buyer or Property, the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms estimated cost of the SPA. 7.3 The obligations repair of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.which is One Hundred Thousand Dollars ($100,000.00) or

Conditions Precedent to Closing. 7.1 The obligations of Seller Buyer pursuant to consummate the transactions contemplated by this Agreement are shall, at the option of Buyer, be subject to each the following conditions precedent: 9.1. All of the following conditions: a. The representations representations, warranties and warranties made by Buyer agreements of Seller set forth in this Agreement shall be true and correct in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations hereof and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, and Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. If, due to a circumstance beyond the Seller's reasonable control, this condition cannot be met by the Seller, this Agreement and the Escrow shall thereupon be terminated, Buyer shall not be entitled to purchase the Property, Seller shall not be obligated to sell the Property to Buyer and the parties shall be relieved of any further obligation to each other with respect to the Property, except as provided in Paragraph 5. 9.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing. 9.3. Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any claim or judgment and all termination fees incurred as a result thereof shall be the sole obligation of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges Seller. 9.4. Seller shall have completed the lawfulness construction of the transactions contemplated Parking Garage, in accordance with the plans and specifications previously delivered to Buyer and in compliance with all applicable building permits, legal requirements, and requirements of the Lease. Seller shall have paid all of the costs of the construction of the Parking Garage and shall have provided Buyer and the Title Company with such lien waivers and other evidence of the payment as they may reasonably require. 9.5. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement under by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any law continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or regulation or seeks fails to delaycure such condition by the Closing Date, restrain or prevent such transactionsthis Agreement shall be canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. 7.1 A. Conditions to the Obligations of Each of the Parties. The obligations obligation of Seller each of the parties hereto to consummate the transactions contemplated by this Agreement are provided for herein is subject to the fulfillment on or prior to the Effective Time of each of the following conditions: a. 1. The representations shareholders of Franklin shall have duly approved the Merger and warranties made by Buyer in the plan of merger contained within this Agreement in accordance with and as required by law and in accordance with Franklin's Charter and Bylaws. 2. All necessary governmental and regulatory orders, consents, clearances and approvals and requirements shall have been secured and satisfied for the consummation of such transactions, including without limitation, those of the Federal Reserve System, the Ohio Division of Financial Institutions, the OCC and the Federal Deposit Insurance Corporation to the extent required and, in the case of Fifth Third's obligation, none of such orders, consents, clearances and approvals and requirements shall be true subject to a Burdensome Condition. 3. Any waiting period mandated by law in all material respects when made and on and as respect of the Closing as though such representations and warranties were made on and as final requisite approval by any applicable Regulatory Agency of the Closing. Seller transaction contemplated herein shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyerexpired. b. Buyer 4. No order or injunction of any federal or state agency or court shall have performed and complied be in all material respects with all provisions of this Agreement required to be performed effect preventing, prohibiting or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate enjoining the transactions contemplated by this Agreement. d. Buyer 5. Fifth Third shall have paid or made provisions acceptable registered its shares of Fifth Third Common Stock to Seller for be issued to the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory auditsFranklin shareholders hereunder with the SEC pursuant to the Securities Act, and other inspections performed in connection with all applicable state securities authorities. The registration statement with respect thereto shall have been declared effective by the transactions contemplated pursuant SEC and all applicable state securities authorities and no stop order shall have been issued and be continuing. The shares of Fifth Third Common Stock to this Agreementbe issued to the Franklin shareholders hereunder shall have been authorized for trading on the Nasdaq National Market upon official notice of issuance. e. B. Additional Conditions to the Obligations of Fifth Third and Fifth Third Financial. The SPA shall have not been terminated obligation of Fifth Third and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer Fifth Third Financial to consummate the transactions contemplated by this Agreement are provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the following conditionsadditional conditions unless waived by Fifth Third in a writing delivered to Franklin which specifically refers to the condition or conditions being waived: a. 1. The representations and warranties made by Seller in this Agreement of Franklin contained herein shall be true in all material respects when made and on and correct both as of the date of Closing as though this Agreement and (except to the extent such representations and warranties were made on and speak as of Closingan earlier date) as of the Closing Date. 2. Buyer Franklin shall have performed all of the obligations required of it under the terms of this Agreement in all material respects. 3. Fifth Third shall have received a certificate from Seller at Franklin, executed by its chief executive officer and chief financial officer, dated the Closing a satisfactory certificate Date, certifying to each of such effect signed by an authorized officer of Sellerofficers' best knowledge and belief that the conditions set forth in Section VI.B.1. and VI.B.2. have been satisfied. b. Seller 4. No investigation or action by any state or federal agency shall have performed been threatened in writing or instituted seeking to enjoin or prohibit or unwind the transactions contemplated hereby and complied in all material respects with all provisions of this Agreement required to be performed no governmental action or complied with by Seller before or at Closing. Buyer proceeding shall have received from Seller at been threatened or instituted before any court or governmental body or authority, seeking to enjoin or prohibit or unwind, the transactions contemplated hereby or seeking to impose material sanctions or penalties as a result thereof (other than investigations, actions and proceedings which have been withdrawn prior to the Closing without a satisfactory certificate to such effect signed by an authorized officer of SellerMaterial Adverse Effect on Fifth Third or Franklin, and other than regularly scheduled regulatory examinations). c. Seller 5. At or prior to the Effective Time, Fifth Third shall have entered into written employment, severance and/or non-competition agreements with each of (a) Xxxxxx Xxxxx, (b) Xxxxx Xxxxx, (c) Xxxxxxx Xxxxxxxxxx, (d) Xxxxxx X. Xxxx, Xx., and (e) Xxxx Xxxxxxxx on terms satisfactory to Fifth Third and each of the foregoing individuals. (a) In consideration of the consummation of the Merger, each of the Directors of Franklin and Bank Subsidiary (except those persons who enter into an agreement as required by VI.B.5 above) shall receive a cash payment from Fifth Third in the amount of $5,000, and each Director of Franklin (except those persons who enter into an agreement as required by VI.B.5 above) shall have executed and delivered to Buyer Fifth Third an agreement by which the Directors shall agree for a period of three years after the Effective Time to refrain from directly or indirectly, whether for his or her own account or for the account of any other person, firm, corporation, or other business organization, (i) in the states of Kentucky or Tennessee, engage in providing Banking Services (as defined below) as an employee, officer, director, or consultant on behalf of any other business organization who is a competitor of Fifth Third, (ii) provide Banking Services to any Client (as defined below), (iii) make any statement or take any actions that may interfere with Fifth Third's or any Affiliate's business relationships with any Client, (iv) contact either directly or indirectly any Client or otherwise induce or attempt to induce any Client to enter into any business relationship with any person or firm other than Fifth Third or an Affiliate relating to Banking Services of any type, (v) endeavor or entice away from Franklin or Fifth Third any person who the Director has actual knowledge that such person is, or was at any time during the Closing each period the Director was employed by Franklin or Fifth Third or during the Restricted Period, employed by or associated with Fifth Third or Franklin as an executive, officer, employee, manager, salesperson, consultant, independent contractor, representative or other agent, or (vi) take any actions that may interfere with Fifth Third's property rights in lists of Clients or otherwise diminish the Seller Documents and value of such additional documents as may be reasonably requested by Buyer or lists to Fifth Third. Notwithstanding any provision contained in this Section 6, the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there restrictions contained herein shall not be applicable to any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness activity of the transactions contemplated by Director or any activity of his or her spouse which existed at the time of this Agreement under and which was disclosed by the Director to Fifth Third, and may be waived by Fifth Third with respect to one or more Directors in writing at any law or regulation or seeks time and from time to delay, restrain or prevent such transactionstime in Fifth Third's sole discretion after receipt of a written request from any Director.

Conditions Precedent to Closing. 7.1 The All obligations of Seller to consummate Fieldcrest, SoftLock and the transactions contemplated by Principal Stockholder under this Agreement are subject to the fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 4 herein, and fulfillment, prior to the Closing, of each of the following conditions: a. The representations (a) SoftLock's, the Principal Stockholder's and Fieldcrest's representations, warranties made by Buyer and covenants contained in this Agreement shall be true in all material respects when made and on and as at the time of the Closing as though such representations representations, warranties and warranties covenants were made on at such time. (b) SoftLock, the Principal Stockholder and Fieldcrest shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each prior to or at the Closing. (c) Each SoftLock Stockholder acquiring Exchange Stock will be required, at Closing, to submit an agreement confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of one year from the date of the Closing, except to those persons approved by legal counsel to Fieldcrest as falling within an exemption from registration under the Securities Act of 1933 and any applicable state securities laws, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for Fieldcrest. Each SoftLock Stockholder acquiring Exchange Stock will be required to transfer to Fieldcrest at the Closing his/her respective SoftLock Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) Each of the SoftLock Stockholders who shall tender SoftLock Stock at Closing shall have provided Fieldcrest with a "Letter of Acceptance and Investor Qualification," substantially in the form of Exhibit H hereof ("Acceptance Letter") and dated as of the date of the Closing. Upon inspection of the Acceptance Letters, Fieldcrest must be satisfied that each such Stockholder, together with his investment advisors, if any, (i) has been provided by Fieldcrest with such information and such access to the respective books and records and management of Fieldcrest and SoftLock as to warrant a conclusion that the issuance of Exchange Stock to the Stockholder will enjoy an exemption under Regulation D from the registration requirements of the Act and (ii) has availed himself of such information and access to the degree he thought necessary or desirable for purposes of making an investment in the Exchange Stock. (e) Fieldcrest shall have been presented with, and shall have approved, an updated version of Xxxxxxxx X,X,X and D, prepared by SoftLock, current as of the Closing. Seller . (f) Each party shall have received favorable opinions from Buyer at Closing a satisfactory certificate to the other party's counsel on such effect signed matters in connection with the transactions contemplated by an authorized officer of Buyerthis Agreement as are reasonable. b. Buyer (g) Each party shall have performed satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made, other than in the ordinary course, and no indebtedness has been incurred since the date of this Agreement, except with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties. (h) Except as disclosed in the Exhibits hereto, each party covenants that, to the best of its knowledge, it has complied in all material respects with all provisions applicable laws, orders and regulations of this Agreement required federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to be performed or complied with their assets, to the business conducted by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate them and to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer (i) Fieldcrest shall have paid or made provisions acceptable provided to Seller SoftLock audited financial statements of Fieldcrest for the payment three most recently completed fiscal years prepared in accordance with generally accepted accounting principles and with Regulation S-X. (j) SoftLock shall have provided to Fieldcrest audited financial statements of SoftLock for the two most recently completed fiscal years, prepared in accordance with generally accepted accounting principles and Regulation S-X, together with unaudited financial statements in the same form for the quarter ended March 31, 1998. Such unaudited financial statements of SoftLock shall include the following schedules: Schedule of Assets; Schedule of Notes Payable; Schedule of Accounts Payable; and Schedule of Notes Receivable or, in their absence, an affirmation that such items do not exist. SoftLock shall also provide, as of a date within ten days of Closing, an update of any material change in the aforementioned schedules. (k) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all fees, costs kinds in accordance with Sections 6 and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, 8 hereof; and other inspections performed in connection each party shall be satisfied to proceed with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each upon completion of the following conditions:such examination and investigation. a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and (l) Effective as of the date Closing Date, Fieldcrest's sole executive officer and sole director shall resign her respective positions and/or offices by tendering a written resignation. Immediately prior to said resignations, Fieldcrest's sole director shall appoint as members of Closing as though Fieldcrest's new board, those persons designated by SoftLock to fill said director positions, with such representations and warranties were made on and appointments to be effective as of the Closing. Buyer Fieldcrest's sole officer and director may designate, at any time within twelve months following the Closing, one person to serve in the capacity as an advisor to the Board of Directors. The Fieldcrest advisor so designated shall be entitled to notice of, and to attend, all Board meetings for a minimum period of one year following the Closing and shall have received from Seller at Closing a satisfactory certificate the right to such effect signed by an authorized officer be reimbursed for all travel expenses to attend meetings and shall receive the same compensation as any "outside" director or advisor, if any, of SellerFieldcrest is entitled to receive. b. Seller shall have performed (m) All press releases, stockholder communications, SEC Filings and complied in all material respects with all provisions of this Agreement required to be performed other publicity generated by Fieldcrest or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate SoftLock regarding the transactions contemplated by this Agreement are subject shall have been reviewed and approved by the other party before their release to each the public or any governmental agency. (n) If Stockholders, who in the aggregate own five percent (5%) or more of the following condition: as SoftLock Shares, dissent from the proposed share exchange, or are unable or for any reason refuse to transfer any or all of the Closing Datetheir SoftLock Shares to Fieldcrest in accordance with Section 1 of this Agreement, there Fieldcrest, at its option, may terminate this Agreement. (o) Each party shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority have satisfied itself that questions or challenges the lawfulness of the all transactions contemplated by this Agreement Agreement, including those contemplated by the exhibits attached hereto, shall be legal and binding under any applicable statutory and case law of the State of Delaware, including, but not limited to, Delaware's securities laws and all other applicable state securities laws. (p) The Exchange shall be approved by the stockholders of SoftLock, or regulation by the stockholders of Fieldcrest, if deemed necessary or seeks appropriate by counsel for the same, within thirty (30) days following execution of this Agreement. If such a meeting is deemed necessary, the management of SoftLock, or of Fieldcrest as the case may be, agrees to delayrecommend approval to their Stockholders and to solicit proxies in support of the same. (q) Either Fieldcrest or SoftLock shall have entered into an employment contract with Xxxxxxxx Xxxxxx, restrain such contract to be satisfactory to the parties and have a term lasting at least two years from the date of this Agreement, and, if the contract be with SoftLock, that Fieldcrest shall have ratified, adopted, and confirmed the contract. (r) All holders of Fieldcrest restricted common stock in excess of one million shares shall execute agreements in form and substance satisfactory to SoftLock and Fieldcrest whereby they agree that 75% of their restricted shares shall not be sold for a period of twelve months following Closing, except that private sales may be made to purchasers who agree to be bound by the provisions of the lock-up agreement. (s) SoftLock agrees, immediately following the closing of this Agreement, to use its best efforts to amend Fieldcrest's Certificate of Incorporation to: (i) change Fieldcrest's name to SoftLock Services, Inc., or prevent to a name that is substantially similar; and (ii) adjust the authorized number of shares of common stock in such transactionsa manner as to establish a sufficient reserve of shares issuable upon exercise of the Fieldcrest Options to be granted as a replacement for the SoftLock Options. (t) SoftLock shall have raised at least $500,000 in connection with the private placement of 142,857 shares of SoftLock common stock at a purchase price of $3.50 per share.

Conditions Precedent to Closing. 7.1 The obligations of Seller 4.01 Seller's obligation under this Agreement to consummate the transactions transaction contemplated by this Agreement are herein is subject to the fulfillment of each of the following conditions:. a. (a) The representations and warranties made by Buyer in this Agreement of Purchaser contained herein shall be true true, accurate and correct in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be except to the extent they expressly relate only to an earlier date. (b) All consents and approvals of governmental authorities and parties to agreements to which Purchaser is a party or by which any claim or judgment of any nature or type threatened, pending or made asset owned by or before any governmental authority Purchaser is bound that questions or challenges are required with respect to the lawfulness consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to Seller at or prior to the Closing. (c) On or prior to the Closing Date, (i) Purchaser shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for himself or any of his assets unless the same shall have been discharged prior to the 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, (ii) Purchaser shall not have admitted in writing an inability to pay his debts as they mature, (iii) Purchaser shall not have made a general assignment for the benefit of creditors, (iv) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (v) 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 him in any proceeding under any such law or regulation statute, or seeks had any petition filed against him in any proceeding under any such law or statute unless the same shall have been dismissed, canceled or terminated prior to delaythe Closing Date. (d) This Agreement shall not have been terminated, restrain if expressly permitted herein. (e) The closing of title (the "Group A Closing") under and pursuant to that certain Purchase and Sale Agreement, dated April 28, 2000 (as amended, the "Group A Agreement"), by and among Xxxxxx Park Associates, LLC, North Shore Triangle, LLC, Philips Yonkers, LLC, Xxxxxxx Xxxxx, LLC, Philips Shopping Center Fund, L.P. and Philips Xxxx Xxxx Associates, L.P., collectively as Seller, and Kimco Income Operating Partnership, L.P., as Purchaser, for each Property or prevent Ground Lease (each as defined in the Group A Agreement) shall have occurred or the properties to be conveyed thereunder shall have been excluded or postponed pursuant to the terms of the Group A Agreement. (f) All of the material conditions to and under the Group B Agreement required to have been satisfied as of immediately before the sale described in Section 1 above shall have been satisfied or waived. For the purposes of this Agreement, the "Group B Agreement" shall mean that certain Asset Contribution, Purchase and Sale Agreement dated April 28, 2000 (as amended), by and among Operating Partnership, Philips International Realty Corp. ("Philips Corp."), Certain Affiliated Parties Signatory Thereto, KIR Acquisition, LLC, and Kimco Income Operating Partnership, L.P. 4.02 Each Purchaser's obligation under this Agreement to consummate the transaction contemplated herein is subject to the fulfillment of each of the following conditions. (a) The representations and warranties of Seller contained herein 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. (b) All consents and approvals of governmental authorities and parties to agreements to which Seller is a party or by which any asset of Seller is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to Purchaser at or prior to the Closing. (c) On or prior to Closing Date, (i) Seller 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 discharged prior to the Closing Date, and no such transactionsreceiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (ii) Seller shall not have admitted in writing an inability to pay its debts as they mature, (iii) Seller shall not have made a general assignment for the benefit of creditors, (iv) Seller shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to itself, (v) Seller 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 statute, or had any petition filed against it in any proceeding under any of such law or statute unless the same shall have been dismissed, canceled or terminated prior to the Closing Date. (d) This Agreement shall not have been terminated, if expressly permitted herein. (e) The Group A Closing under and pursuant to the Group A Agreement for each Property or Ground Lease (each as defined in the Group A Agreement) shall have occurred or the properties to be conveyed thereunder shall have been excluded or postponed pursuant to the terms of the Group A Agreement. (f) All of the material conditions to and under the Group B Agreement required to have been satisfied as of immediately before the sale described in Section 1 above shall have been satisfied or waived.

Conditions Precedent to Closing. 7.1 The obligations of Seller Purchaser’s obligation to consummate the transactions transaction contemplated by this Agreement are shall be subject to and conditioned upon the fulfillment of each and all of the following conditionsconditions precedent: a. The representations A. All of the documents and instruments required to be delivered by the Seller to the Purchaser or Title Company, as the case may be, at the Closing pursuant to the terms and conditions hereof shall have been delivered; B. Each of the representations, warranties made by Buyer in this Agreement and covenants of the Seller contained herein shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Date; C. The Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have complied with, fulfilled and performed and complied in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by the Seller hereunder; D. There shall have been no material adverse change in the physical or operational condition of the Property or any condition on the Property that could lead to or result in alleged violations or claim(s) of violation of any Environmental Laws. E. No later than ten (10) calendar days prior to the Closing Date Seller shall cause to be delivered to the Purchaser for its review and approval fully executed tenant estoppel certificates, dated not earlier than thirty (30) days prior to the Closing Date for not less than ninety-five percent (95%) of the leased square feet of the Property The form of the estoppel certificates shall be provided by the Purchaser. If there are material Conditions Covenants and Restrictions (“CC&Rs”) applicable to the property, Seller shall deliver to Buyer (as a condition to closing) an estoppel from the association that there is no default under the CC&Rs. As a condition of closing Seller will obtain Subordination Nondisturbance and Attornment Agreements (“SNDA”), in a form provided by the Purchaser, for all tenants whose leased space is equal or greater than 5,000 square feet, and Seller will use reasonable efforts to obtain executed SNDA for all tenants. F. The Title Company shall be ready, willing and able to issue to the Purchaser the marked-up title commitment obligating the Title Company to issue the Owner’s Policy to the Purchaser in accordance with all provisions the terms of this Agreement required to be performed or complied with by Buyer before or at Closing. and Paragraph 15.C.3. G. On the Closing Date, Seller shall have received from Buyer at assign, and Purchaser shall assume, all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, the Closing first mortgage lien with a satisfactory certificate principal a balance of approximately $5,761,384 (“Existing Loan”) in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to such effectthe Assumption Agreement (defined below). The parties agree that the Loan Assignment is subject to lender’s approval. In the event the Loan Assignment is not approved by the lender, signed by an authorized officer of Buyer. c. Buyer Purchaser shall have executed and delivered to Seller at the Closing each receive a full refund of the Buyer Documents Xxxxxxx Money. Within three (3) calendar days after the end of the Inspection Period, Seller shall contact lender regarding the conveyance of the Property and such additional documents as may be the assumption by Purchaser of the Existing Loan. Purchaser shall reasonably cooperate with Seller and lender in expediting the Loan Assignment approval process. Purchaser shall promptly furnish all information and pay all amounts reasonably requested by lender in connection therewith and shall cooperate with Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer Seller’s direct communication with lender. Purchaser shall have paid or made provisions acceptable to Seller for the payment of all fees, costs pay any processing fees and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in any assumption fee imposed by lender when due. In connection with the transactions contemplated pursuant Loan Assignment, the parties will endeavor in good faith to this fully negotiate an assumption agreement in form and substance satisfactory to Purchaser and lender (the “Assumption Agreement.”) including: e. (1) The SPA shall have not been terminated consent and LGWS agreement of lender to: (A) the conveyance of the Property by Seller to Purchaser, (B) an assumption by Purchaser of all obligations and liabilities of Seller under or with respect to the Existing Loan that relate to events that occur on or after the Closing Date, (C) a release of Seller from all obligations and liabilities with respect to the Existing Loan that relate to events that occur on or after the Closing Date, (D) Seller’s assignment to Purchaser, and Purchaser’s acceptance and assumption, of the Escrowed Sums, and (E) the deletion of any “other indebtedness”, “cross-default”, “cross-collateralization” or other provision that is not unacceptable to Purchaser in Purchaser’s reasonable discretion; and (2) An estoppel from lender stating (A) that the Existing Loan Documents constitute all of the documents that evidence, secure or relate to the Existing Loan, (B) that lender is the owner and holder of the existing loan documents, (C) that there is no uncured breach or default by Seller nor any event or circumstance that may result in a default under the terms of existing loan documents, (D) the SPA. 7.2 The obligations of Buyer to consummate unpaid principal balance on the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and Existing Loan as of the Closing Date (which is approximately $5,761,384) and the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in through which all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default payments due under the terms existing loan documents have been paid, (E) the amount of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: all escrowed sums as of the Closing Date, (F) that there shall are no overdue installments of interest or principal under the existing loan documents, and (G) that the existing loan documents are in full force and effect. H. If any condition precedent is not be met Purchaser may (i) waive any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (ii) notify Seller of Purchaser’s election to terminate this Agreement and receive a return of the Deposit whereupon both parties shall be released from all duties and obligations under this Agreement, except as otherwise specifically provided in this Agreement. Notwithstanding the foregoing, if any law or regulation or seeks such failure constitutes a default by the Seller, Purchaser shall have the right to delay, restrain or prevent such transactionsexercise any of its remedies set forth in this Agreement.

Conditions Precedent to Closing. 7.1 The All obligations of Seller to consummate Bridgestone, ITI and the transactions contemplated by ITI Shareholders under this Agreement are subject to the fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 4 herein, and fulfillment, prior to the Closing, of each of the following conditions: a. (a) The representations respective representations, warranties and warranties made by Buyer covenants of ITI, of the Shareholders, and of Bridgestone contained in this Agreement shall be true in all material respects when made and on and as at the time of the Closing as though such representations representations, warranties and warranties covenants were made on at such time. (b) ITI, the ITI Shareholders and Bridgestone shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each prior to or at the Closing. (c) Each ITI Shareholder acquiring Exchange Stock will be required, at Closing, to submit an agreement, substantially in the form of Exhibit B, confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of two years from the Closing Date, except to those persons approved by legal counsel to Bridgestone as falling within an exemption from registration under the Act and any applicable state securities laws, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for Bridgestone. The foregoing provision shall not prohibit the registration of those shares at any time following the Closing. Each ITI Shareholder acquiring Exchange Stock will be required to transfer to Bridgestone at the Closing his or her respective ITI Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) Bridgestone shall have been presented with, and shall have approved, an updated version of Exhibits C and D, prepared by ITI, current as of the Closing. Seller . (e) Each party shall have received favorable opinions from Buyer at Closing a satisfactory certificate to the other party's counsel on such effect signed matters in connection with the transactions contemplated by this Agreement as are reasonable, including an authorized officer opinion from counsel for ITI that the Exchange, if consummated, will not in any manner violate corporate or securities laws of Buyerthe States of California, Indiana, Louisiana, Nevada, New York, Ohio and any other states where any ITI Shareholder resides. b. Buyer shall have performed and (g) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all provisions applicable laws, orders and regulations of this Agreement required federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to be performed or complied with their assets, to the business conducted by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate them and to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer (h) Bridgestone shall have paid or made provisions acceptable provided to Seller ITI through September 30, 1996, all audited and unaudited financial statements prepared in accordance with generally accepted accounting principles and with Regulation S-X, and the audited statements certified as such by independent accountants of Bridgestone. (i) ITI shall have provided to Bridgestone audited financial statements of ITI for the payment three most recently completed fiscal years (or for such shorter period as ITI or its subsidiaries, if any, shall have been in existence), prepared in accordance with generally accepted accounting principles and Regulation S-X, together with consolidated unaudited financial statements in the same form for the period from the end of the most recently ended fiscal year to a date within thirty days of the Closing. Such unaudited financial statements of ITI shall have included the following schedules: Schedule of Assets; Schedule of Notes Payable; Schedule of Accounts Payable; and Schedule of Notes Receivable or, in their absence, an affirmation that such items do not exist. ITI shall also provide, as of a date within ten days of Closing, an update of any material change in the aforementioned schedules. In addition, ITI will deliver to Bridgestone, prior to Closing, in a form satisfactory to Bridgestone, a letter from ITI's independent auditors, who shall be a firm satisfactory to Bridgestone, confirming that ITI's financial statements, covering the period from inception to the Closing Date, are auditable and can be prepared in accordance with generally accepted accounting principles and Regulation S-X within seventy-five (75) days of the Closing Date. (j) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all feeskinds in accordance with Sections 6 and 8 hereof (and Bridgestone shall have full access to the books and records, costs and expenses for obtaining all environmental due diligenceto the extent within the control of any affiliate of ITI, surveysof American Registration Systems, title examinationsInc., inventory auditsof Advanced Identification Management Systems, Inc., and of any other inspections performed in connection entity with the transactions contemplated pursuant which ITI has any affiliation), and each party shall be satisfied to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate proceed with the transactions contemplated by this Agreement are subject to each upon completion of the following conditions:such examination and investigation. a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and (k) Effective as of the date Closing Date, all (or, at Bridgestone's option, all but one) of Closing the members of Bridgestone's current board of directors and each and every person serving as though an officer of Bridgestone shall resign their respective positions and/or offices by tendering written resignations. Immediately prior to said resignations, Bridgestone's board of directors shall appoint as members of Bridgestone's new board those persons designated by ITI to fill said director positions, with such representations and warranties were made on and appointments to be effective as of the Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer If all members of Seller. b. Seller shall have performed and complied in all material respects with all provisions Bridgestone's current board of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at directors (the Closing each "Current Board") resign as of the Seller Documents and such additional documents Closing, the parties hereto agree that the Current Board may designate, at any time within twelve months following the Closing, one person to serve as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms a member of the SPA.Board. -11- 7.3 The obligations of each of Seller (l) All press releases, shareholder communications, SEC Filings and Buyer to consummate other publicity generated by Bridgestone or ITI regarding the transactions contemplated by this Agreement are subject shall have been reviewed and approved by the other party before their release to each the public or any governmental agency. (m) Each party shall have satisfied itself that all transactions contemplated by this Agreement, including those contemplated by the exhibits attached hereto, shall be legal and binding under applicable statutory and case law of the following condition: as States of the Closing DateDelaware and Nevada, there shall respectively, including, but not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the limited to Nevada's securities laws and all other applicable state securities laws. (n) The transactions contemplated by this Agreement under shall be approved by the shareholders of ITI, if deemed necessary or appropriate by counsel for the same, within twenty-five (25) days following execution of this Agreement. If such a meeting is deemed necessary, the management of ITI agrees to recommend approval to their Shareholders and to solicit proxies in support of the same. (o) Either Bridgestone or ITI shall have entered into an employment contract with Xxxx X. Xxxx, together with any law other personnel who might be essential to the operations of ITI, such contracts to be satisfactory to the parties, and, if the contract be with ITI, that Bridgestone shall have ratified, adopted and confirmed the contract. (p) Each of the Founding Stockholders shall have tendered his or regulation her stock certificate or seeks certificates to delayBridgestone, restrain endorsed in blank, to permit the transfer of the Founder's Exchange Stock at Closing as contemplated by Section 2(b). (q) Either Bridgestone or prevent ITI shall have entered into a consulting agreement with Xxxxxx Xxxxx, such transactionsagreement to be satisfactory to the parties, and, if the agreement be with ITI, that Bridgestone shall have ratified, adopted and confirmed the agreement. (r) Either Bridgestone or ITI shall have entered into a consulting agreement with Xxxxxx X. Xxxxxx, such agreement to be satisfactory to the parties, and, if the agreement be with ITI, that Bridgestone shall have ratified, adopted and confirmed the agreement. (s) Bridgestone shall be satisfied that it is highly likely that ITI shall obtain an equity capital infusion of at least $2,800,000 within 15 business days following the Closing, and such other infusions as shall be sufficient to meet ITI's working-capital needs in the 180-day period immediately following the Closing. (t) ITI shall have granted to the Founding Stockholders a right to participate in any equity-capital financing, other than an offering pursuant to a registration statement declared effective by the U.S. Securities and Exchange Commission, that ITI might undertake prior to the first anniversary of closing.

Conditions Precedent to Closing. 7.1 The obligations of Seller 5.1 Purchaser’s obligation to consummate purchase the transactions contemplated by this Agreement are Property is subject to each the satisfaction or written waiver by Purchaser, of the following conditionsconditions prior to Closing: a. (a) Seller is able to convey to Purchaser good and marketable title to the Property and the Improvements by good and sufficient general warranty deed (the “Deed”) satisfactory to Purchaser, subject to the Permitted Exceptions. (b) The representations representations, warranties and warranties made by Buyer in this Agreement covenants of Seller herein shall be true and correct in all material respects when made on the date of this Agreement and on and as of the Closing Date as though such representations and warranties if each were made on again at such time, subject to 6.3, and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects fully with all provisions of this Agreement required agreements to be performed by it at or complied with by Buyer before prior to the Closing Date. (c) No suit, action or at Closing. Seller proceeding shall have received from Buyer at been instituted to restrain or prohibit the Closing a satisfactory certificate to such effectacquisition by Purchaser or the transfer by Seller of the Property Rights in accordance with the terms of this Agreement, signed by an authorized officer of Buyernor shall any action, suit or proceeding have been instituted or be pending against or affecting Purchaser, Seller, or the Property Rights. c. Buyer (d) The Property shall have executed be in the same condition and delivered repair, less ordinary wear and tear, as it was on the date of this Agreement, except for matters related to Seller at the Closing each condemnation and/or casualty, which shall be governed by Article X of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer (e) Seller shall have paid furnished to Purchaser or made provisions acceptable Title Company the Deed and all other documents to be executed and/or delivered by Seller for the payment under this Agreement and shall have observed and performed all other material obligations of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to Seller under this Agreement. e. The SPA (f) Seller shall have not been terminated and LGWS is not furnished to Purchaser, Title Company, or Lender, in default a form reasonably acceptable to Purchaser, such other commercially reasonable documents as are necessary for Closing or assuming the Loan. (g) Estoppel certificates, in the form of Exhibit C, or in such other form as may be required by a particular Lease, executed by each Tenant under the terms of Leases (the SPA“Estoppel Certificates”) shall be delivered to Purchaser at least five (5) days prior to the Closing Date. 7.2 (h) The obligations Title Company irrevocably commits to issue the Owner’s Policy subject only to the Permitted Exceptions and containing the Special endorsements. (i) All Certificates of Buyer to consummate Occupancy for spaces within the transactions contemplated by this Agreement are subject to each of the following conditions:Improvements have been issued. a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer (j) Purchaser shall have received an REA Estoppel (the “REA Estoppel”) in the form and substance reasonably acceptable to Purchaser from Seller at Closing a satisfactory certificate all parties to such effect signed by an authorized officer all restrictions and easements agreements, operating and easement agreements, and other similar agreements of Sellerrecord with respect to the Property (collectively the “REA’s”). b. Seller (k) The Leases shall be in full force and effect and there shall be no default thereunder. (l) There shall be no material adverse change after the Effective Date in the financial condition of the Tenants nor shall have performed and complied in all material respects with all provisions any of this Agreement required to be performed the Tenants closed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Sellervacated their premises. c. Seller shall have executed and delivered to Buyer at the Closing each (m) At least eighty-five percent (85%) of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms gross leaseable area of the SPAImprovements shall be leased to Tenants under Leases which Tenants are in occupancy, paying full rent, open for business and hold a valid certificate of occupancy for such space. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 3.4.1 The obligations obligation of Seller Buyer to consummate close on the transactions contemplated by this Agreement are Closing Date is subject to the fulfillment at or prior to such date of each of the following conditions:conditions (any one or more of which may be waived in whole or in part by the Parties in writing): a. (a) The representations and warranties made by Buyer in this Agreement of Seller contained herein shall be true and correct in all material respects when on the Closing Date with the same force and effect as though such representations and warranties had been made and on and as of the Closing Date. (b) Seller shall have performed and complied with all material terms, covenants and conditions of this Agreement that are required to be performed or complied with by it on or before the Closing. No action or proceeding shall have been instituted or threatened that would adversely affect or relate materially to the Acquired Assets, or adversely affect the ability of Seller to comply with the provisions of this Agreement. (c) Buyer’s representative shall have completed a legal review of the Acquired Assets and shall have verified that all assets are accounted for and available for delivery at Closing. (d) The actions contemplated and documents required to carry out this Agreement or incident thereto shall have been duly approved by Seller. 3.4.2 The obligation of Seller to close on the Closing date is subject to the fulfillment at or prior to such date of each of the following conditions (any one or more of which may be waived in whole or in part by the Parties in writing): (a) The representations and warranties of Buyer contained herein shall be true and correct in all material respects on the Closing with the same force and effect as though such representations and warranties were had been made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. (b) Buyer shall have performed and complied in with all material respects with all provisions terms, covenants and conditions of this Agreement required to be performed or complied with by Buyer it on or before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions . (c) The actions contemplated by and documents required to carry out this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsincident thereto shall have been duly approved by Bxxxx.

Conditions Precedent to Closing. 7.1 The obligations of Seller In addition to consummate the transactions contemplated by Buyer’s absolute right to terminate this Agreement are for any reason at any time during the Review Period, the obligation of Buyer under this Agreement to purchase the Property from Seller is subject to the satisfaction of each of the following conditionsconditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Buyer by written waiver at or prior to the Closing Date: a. The 6.1. Title to the Property shall be good and marketable as required herein, free and clear of all liens and encumbrances, and subject to no exceptions other than the Permitted Exceptions, and the Title Company shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Property, subject only to the Permitted Exceptions, in the amount of the Purchase Price or such lesser amount as Buyer, in its sole discretion, shall determine, and with such endorsements as Buyer shall determine. Seller shall discharge all liens against the Property at Closing. 6.2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed by, observed and complied with on its part either on or prior to the Closing Date. 6.3. All of Seller’s representations and warranties made by Buyer in this Agreement contained herein shall be true and correct in all material respects when made and on and as of the Closing as though such representations Date, and warranties were made on and as of the Closing. Seller shall have received from will deliver to Buyer at Closing a satisfactory certificate to such that effect signed by an authorized officer of Buyer(or disclosing any representations or warranties which are no longer true and accurate). b. 6.4. The physical condition of the Property and the title for the Property shall not have materially changed since the conclusion of the Review Period. 6.5. Seller shall be occupying and operating its business at the Property at Closing, and Seller and Buyer shall have performed entered into the Lease and complied Seller, as tenant under the Lease, shall not be in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company default in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and rent or performance of any other inspections performed in connection with material obligation under the transactions contemplated pursuant to this AgreementLease. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing6.6. Buyer shall have received from Seller at Closing a satisfactory certificate Subordination and Non-Disturbance Agreement in such form as approved by any lender to such effect signed by an authorized officer of SellerPurchaser. b. 6.7. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed obtained and delivered to Buyer at Purchaser prior to Closing, duly executed originals of estoppel certificates (the Closing each “REA Estoppels”) from all parties subject to any reciprocal easement agreements or easement with covenants and restrictions (the “Restrictive Agreements”, if any, by which the parties to the Restrictive Agreement shall certify that the Restrictive Agreement is in full force and effect, has not been assigned, modified or amended in any way, and to the best knowledge of the party giving the estoppel, the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are is not in default under the terms applicable instrument and all amounts, if any, owing under the Restrictive Agreement have been paid in full by Seller. In the event any of the SPA. 7.3 The obligations of each of Seller and foregoing conditions to the Closing are not satisfied or waived in writing by Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there then, Buyer may either (i) extend the date for Closing until such conditions are satisfied; provided in no instance shall not the Closing be any claim extended for greater than thirty (30) days, or judgment (ii) terminate in writing this Agreement, in which case the entire Xxxxxxx Money deposit shall be returned to Buyer or (iii) waive in writing the satisfaction of any nature such conditions, in which event this Agreement shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or type threatenedis accompanied by a default by Seller under this Agreement, pending or made by or before any governmental authority Buyer shall have all rights and remedies as set forth in this Agreement. Notwithstanding that questions or challenges certain of Seller’s representations and warranties may be limited to the lawfulness extent of actual knowledge of the transactions contemplated by this Agreement under any law or regulation or seeks facts stated therein, it shall be a condition precedent to delay, restrain or prevent Buyer’s obligation to go to Closing that the facts stated in all such transactionsrepresentations and warranties shall be correct as of the time of Closing.

Conditions Precedent to Closing. 7.1 The obligations of Seller 9.1 Purchaser's obligation to consummate the transactions contemplated by close under this Agreement are Purchase Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditionsconditions precedent: a. The 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance reasonably satisfactory to Purchaser; 9.1.2 Each of the representations and warranties made by Buyer in this Agreement of Seller contained herein shall be true in all material respects as of the Closing Date; 9.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; 9.1.4 Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth above. 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 a particular Property under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser's representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made made, and shall be true and correct in all material respects on the Closing Date and as of the Closing Effective Date as though such representations and warranties were made on at and as of the Closing. Seller such date and time. 9.2.2 Purchaser shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have fully performed and complied in all material respects with all provisions of covenants, conditions, and other obligations in this Agreement required Purchase Contract to be performed or complied with by Buyer before it at or at Closing. Seller shall have received from Buyer at prior to Closing including, without limitation, payment in full of the Closing a satisfactory certificate to such effect, signed by an authorized officer of BuyerPurchase Price. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there 9.2.3 There shall not be pending or, to the knowledge of either Purchaser or Seller, any claim litigation or judgment threatened litigation which, if determined adversely, would restrain the consummation of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under Purchase Contract or declare illegal, invalid or nonbinding any law of the covenants or regulation or seeks to delay, restrain or prevent such transactionsobligations of the Purchaser.

Conditions Precedent to Closing. 7.1 a. The obligation of the Company to perform its obligations hereunder and to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions: i. The representations and warranties of Seller set forth in Section 2 of this Agreement shall be true and correct in all material respects at and as of the Closing. ii. Seller shall have performed all of its covenants to consummate be performed prior to or at the Closing under this Agreement in all material respects. iii. No final, nonappealable injunction or other order by any United States court having proper jurisdiction that prevents the consummation of the transactions contemplated by this Agreement are subject to each of the following conditions:shall have been issued and remain in effect. a. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closingiv. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered all documents it was required to Seller execute and deliver to the Corporation at the Closing each closing of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable b. The obligation of Sellers to Seller for consummate the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections transactions to be performed by Sellers in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS Closing is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each satisfaction of the following conditions: a. i. The representations and warranties made by Seller of the Company set forth in Section 3 of this Agreement shall be true and correct in all material respects when made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller ii. The Company shall have performed and complied all of its covenants to be performed prior to or at the Closing under this Agreement in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Sellerrespects. c. Seller shall have executed and delivered to Buyer at iii. No final, nonappealable injunction or other order by any United States court having proper jurisdiction that prevents the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness consummation of the transactions contemplated by this Agreement under any law shall have been issued and remain in effect. iv. The Corporation shall have executed and delivered all documents it was required to execute and deliver to Seller at the closing of the transactions contemplated by the Stock Purchase Agreement. v. Bill Fifield and Xxxx Xxxxxxk wilx xxxxxxx Xxn Williams to xxxx xxx xxxrent vacancy on Whole Living's Board of Directors. The term of this appointment will be until the next annual meeting or regulation earlier termination or seeks resignation. vi. Bill Fifield wilx xxxxxx xx Secretary/Treasurer and a Director of Whole Living and hereby designate Robert Reitz as Xxxxxxxxx/Xxeasurer and a Director of Whole Living until the next annual meeting of shareholders or until his earlier termination or resignation. vii. Doug Burdick wilx xxxxxx xx a Director of Whole Living and hereby designate Brenda Huang as x Xxxxxxxx xf Whole Living until the next annual meeting of shareholders or until his earlier termination or resignation. viii. Doug Burdick wilx xxxx xx xxailable as an advisor to delaythe Board of Directors while he is employed by Whole Living and/or its subsidiaries. ix. Upon the completion of these transactions, restrain or prevent such transactionsa special meeting of the Board of Directors will be called. At that time, the Board will appoint Ron Williams as xxx Xxxxxxxxt and CEO of Whole Living and authorize a 15 for 1 reverse split on all of the outstanding shares of Whole Living.

Conditions Precedent to Closing. 7.1 The obligations of Seller (a) Purchaser’s obligation to consummate close the transactions contemplated by this Agreement are hereunder shall be subject to each the satisfaction of the following conditions precedent, provided that Purchaser, at its election, upon written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: a. (i) Seller shall have executed and delivered to Purchaser all of the documents required of Seller under this Agreement. (ii) The Title Company is ready, willing and able to issue to Purchaser an owner’s title policy for the Premises, subject only to the Permitted Encumbrances, and as required pursuant to the terms and conditions of this Agreement. (iii) Seller shall have performed all of its material covenants, agreements and obligations under this Agreement. (iv) All of Seller’s representations and warranties made by Buyer set forth in Section 13(b) of this Agreement shall be true and correct in all material respects respects; provided, however, that it shall not be deemed a failure of a condition to Closing under this Section (and shall also not be deemed a default by Seller) if any such representations or warranties (which were true when made and on and as made) have become untrue after the date hereof due to any reason that was not caused by an act or omission to act of Seller (which act or omission violates the express terms of this Agreement). (v) Existing Lender shall have approved the assumption of the Closing as though such representations and warranties were made on and as Existing Indebtedness by Purchaser. (b) Seller’s obligation to close the transactions hereunder shall be subject to the satisfaction of the following conditions precedent, provided that Seller, at its election, upon written notice delivered to Purchaser at or prior to the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to , may waive all or any of such effect signed by an authorized officer of Buyer.conditions: b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer (i) Purchaser shall have executed and delivered to Seller at the Closing each all of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by required of Purchaser under this Agreement. d. Buyer (ii) Purchaser shall have paid or made provisions acceptable to Seller for the payment performed all of all feesits material covenants, costs agreements and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to obligations tinder this Agreement. e. The SPA (iii) Purchaser shall have not been terminated delivered to Seller the balance of the Purchase Price and LGWS is not in default the Escrow Agent shall have delivered to Seller the Deposit. (iv) Existing Lender shall have approved the assumption of the Existing Indebtedness by Purchaser and shall have released Seller and its guarantor from and after the Closing from all of Seller’s and its guarantor’s obligations under the terms Loan Documents. (c) Purchaser acknowledges that Seller does not guarantee the satisfaction of the SPA. 7.2 The obligations conditions precedent listed in this Section 11 and that Seller’s failure to satisfy such conditions (for any reason other than Seller’s bad faith) shall not be deemed to be a default hereunder but rather, same shall merely be a failure of Buyer a condition to consummate the transactions contemplated by Closing, in which event Purchaser’s sole remedy shall be to terminate this Agreement are subject to each and receive a refund of the following conditions: a. The representations and warranties made by Deposit. Further, at Seller’s election, Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate permitted to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at extend the Closing each Date for any period of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company time up to thirty (30) days in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms satisfy any of the SPAconditions set forth in Section 11 (a). 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The obligations of Seller 9.1 Purchaser’s obligation to consummate the transactions contemplated by close under this Agreement are Purchase Contract shall be subject to and conditioned upon the fulfillment in all material respects of each and all of the following conditionsconditions precedent: a. The 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance required by this Purchase Contract. 9.1.2 Seller’s representations and warranties made by Buyer set forth in this Agreement Purchase Contract shall be have been true and correct in all material respects when made made, and shall be true and correct in all material respects on the Closing Date and as of the Closing Effective Date as though such representations and warranties were made on at and as of the Closing. such date and time. 9.1.3 Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed complied with, fulfilled and complied performed, in each case in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effectrespects, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents covenants, terms and such additional documents as may conditions to be reasonably requested complied with, fulfilled or performed by Seller hereunder. 9.1.4 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the Title Company in order to consummate consummation of any of the transactions contemplated by this Agreement. d. Buyer shall have paid Purchase Contract or made provisions acceptable to Seller for the payment of all feesdeclare illegal, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms invalid or nonbinding any of the SPA. 7.2 The covenants or obligations of Buyer the Purchaser 9.2 Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller’s obligation to consummate close with respect to conveyance of the transactions contemplated by Property under this Agreement are Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditionsconditions precedent: a. The 9.2.1 Purchaser’s representations and warranties made by Seller set forth in this Agreement Purchase Contract shall be have been true and correct in all material respects when made made, and shall be true and correct in all material respects on the Closing Date and as of the date of Closing Effective Date as though such representations and warranties were made on at and as of Closing. Buyer such date and time. 9.2.2 Purchaser shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed complied with, fulfilled and complied performed, in each case in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing respects, each of the Seller Documents covenants, terms and such additional documents as may conditions to be reasonably requested complied with, fulfilled or performed by Buyer or the Title Company in order to consummate the transactions contemplated by this AgreementPurchaser hereunder. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 Conditions Precedent to the Purchaser's Obligations to Perform. The obligations of Seller to consummate the transactions contemplated by Purchaser's obligation under this Agreement are to purchase the Properties is subject to the fulfillment of each of the following conditions: a. The : (i) the representations and warranties made by Buyer in this Agreement of each Seller contained herein shall be true in all material respects when made materially true, accurate and on and correct as of the Closing Date except to the extent they relate only to an earlier date; (ii) the Sellers shall be ready, willing and able to deliver title to the Properties in accordance with the terms and conditions of this Agreement; (iii) any conditions precedent to the Purchaser's obligation to purchase the Property which is validly listed in the Purchaser's Termination Notice as though such representations being unsatisfied has been satisfied; and warranties were made on and as of (iv) the Closing. Seller Sellers shall have received from Buyer at Closing a satisfactory certificate delivered all the documents and other items required pursuant to such effect signed by an authorized officer of Buyer. b. Buyer Section 8, and shall have performed all other covenants, undertakings and obligations, and complied in all material respects with all provisions of conditions required by this Agreement required to be performed or complied with by Buyer before the Sellers at or at prior to the Closing. Seller shall have received from Buyer at Conditions Precedent to the Closing a satisfactory certificate Sellers' Obligations to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. Perform. The SPA shall have not been terminated and LGWS is not in default Sellers' obligation under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are to sell the Property to the Purchaser is subject to the fulfillment of each of the following conditions: a. The : (i) the representations and warranties made by Seller in this Agreement of the Purchaser contained herein shall be true in all material respects when made materially true, accurate and on and correct as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer Date; (ii) the Purchaser shall have received from Seller at Closing a satisfactory certificate delivered the funds required hereunder and all the documents to such effect signed be executed by an authorized officer of Seller. b. Seller the Purchaser set forth in Section 9 and shall have performed all other covenants, undertakings and obligations, and complied in all material respects with all provisions of conditions required by this Agreement required to be performed or complied with by Seller before the Purchaser at or prior to the Closing; and (iii) the additional matters set forth in Schedule 11 annexed hereto and made a part hereof shall have occurred or been delivered to the Sellers, as applicable, at or prior to the Closing. Buyer Remedies Upon Failure to Satisfy Conditions. In the event that any condition contained in Sections 13.1 or 13.2 is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title shall have received from 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) proceed as provided in Section 14 hereof. Remedies. Sellers' Inability to Perform. If the Closing fails to occur by reason of the Sellers' inability to perform its obligations under this Agreement (i.e., the terms and conditions of any of Section 4.2, 5.3, 6.2, or 12.3 direct the application of the provisions of this Section 14.1 have occurred or any Seller at Closing a satisfactory certificate is otherwise unable after the exercise of good faith efforts to perform its obligations or covenants hereunder) which has not been waived pursuant to Section 13.3, then the Purchaser, as its sole remedy for such effect signed inability of the Sellers, may terminate this Agreement by an authorized officer of Seller. c. Seller notice to the Sellers. If the Purchaser elects to terminate this Agreement, then this Agreement shall be terminated and neither party shall have executed any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein (collectively, the "Surviving Obligations"), and delivered except that the Purchaser shall be entitled to Buyer at the Closing each a return of the Seller Documents and such additional documents as may be reasonably requested by Buyer or Deposit provided the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have Purchaser is not been terminated and Shareholders are not otherwise in default under hereunder within six months of such termination date, subject to the terms and provisions of Section 23 hereof. Except as set forth in this Section 14.1, the Purchaser hereby expressly waives, relinquishes and releases any other right or remedy available to it at law, in equity or otherwise by reason of the SPA. 7.3 The Sellers' inability to perform its obligations of each of Seller and Buyer hereunder. Notwithstanding anything to consummate the transactions contemplated by contrary herein, if the Sellers' inability to perform its obligations under this Agreement are subject is a result of any action of, or failure to each act by, the Purchaser or any of the following condition: as of Purchaser's Representatives, the Closing Date, there Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any claim right or judgment remedy provided in this Section 14.1 or elsewhere in this Agreement. Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if the Closing fails to occur by reason of the Purchaser's failure or refusal to perform its obligations hereunder, then the Sellers may terminate this Agreement by notice to the Purchaser. If the Sellers elect to terminate this Agreement, then this Agreement shall be terminated and, as its sole remedy for the Purchaser's failure or refusal to complete the Closing or perform its obligations hereunder (except for the Surviving Obligations), the Sellers may retain the Deposit as liquidated damages for all loss, damage and expenses suffered by the Sellers, it being agreed that the Sellers' damages are impossible to ascertain, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations. Nothing contained herein shall limit or restrict the Sellers' ability to pursue any rights or remedies it may have against the Purchaser with respect to the Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Sellers hereby expressly waive, relinquish and release any other right or remedy available to them at law, in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its obligations under this Agreement is a result of any nature action of, or type threatenedfailure to act by, pending the Sellers or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by Sellers' Affiliates, the Sellers shall not be relieved of its obligations under this Agreement and the Sellers shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement. Sellers' Failure to Perform. If the Closing fails to occur by reason of any of the Sellers' failure or refusal to perform its obligations hereunder which has not been waived by the Purchaser, then the Purchaser, as its sole remedy hereunder, may (i) terminate this Agreement by notice to the Sellers or (ii) seek specific performance from the Sellers. As a condition precedent to the Purchaser exercising any right it may have to bring an action for specific performance as the result of any of the Sellers' failure or refusal to perform their obligations hereunder, the Purchaser must commence such an action within ninety (90) days after the occurrence of such default. The Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence such an action. Notwithstanding anything to the contrary herein, if any of the Sellers' failure or refusal to perform its obligations under this Agreement is a result of any law action of, or regulation failure to act by, the Purchaser or seeks any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to delayany right or remedy provided in this Section 14.3 or elsewhere in this Agreement. Escrow. The Escrow Agent shall hold the Downpayment and all interest accrued thereon, restrain if any (collectively, the "Deposit") in escrow and shall dispose of the Deposit only in accordance with the provisions of that certain Escrow Agreement of even date herewith by and among the Escrow Agent, the Purchaser and the Sellers relating to the Properties (the "Escrow Agreement") in the form of Exhibit I hereto, subject to the terms and conditions of Section 23 hereof. Simultaneously with their execution and delivery of this Agreement, the Purchaser and the Sellers shall furnish the Escrow Agent with their true Federal Taxpayer Identification Numbers so that the Escrow Agent may file appropriate income tax information returns with respect to any interest earned on or prevent such transactionscredited to the Deposit. The party entitled to the economic benefit of the Deposit representing interest earned on the Downpayment shall be the party responsible for the payment of any tax due thereon. The provisions of the Escrow Agreement shall survive the termination of this Agreement and the Closing.

Conditions Precedent to Closing. 7.1 The obligations Closing of Seller to consummate the transactions contemplated by this Agreement are subject to purchase of the Property hereunder shall be and hereby is conditioned upon satisfaction of each of the following conditions:conditions (collectively, the "Conditions Precedent"): a. The representations and warranties made by Buyer in this Agreement 5.1 Seller shall be true have performed, in all material respects when made and on and as of respects, the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement obligations required to be performed or complied with by Buyer before or at Seller prior to Closing under this Agreement. Prior to Closing. , Seller shall have received from Buyer at the use good faith, diligent efforts to perform its pre-Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by obligations under this Agreement. d. Buyer shall have paid or made provisions acceptable 5.2 Subject to Seller for the payment last paragraph of all feesSection 9.1, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by of Seller as set forth in this Agreement Article 9 hereof shall be true be, in all material respects when made respects, true and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer complete. 5.3 Purchaser shall have received on or before the Closing Date an estoppel certificate in substantially the form attached hereto as EXHIBIT D from Seller at Closing a satisfactory the tenant under the Tenant Lease, which certificate shall disclose no material facts which are contradictory to such effect signed by an authorized officer of Seller. b. those facts previously disclosed to Purchaser with respect to the Tenant Lease. Seller shall have performed use its reasonable and complied diligent efforts to obtain the estoppel certificate from the tenant under the Tenant Lease; provided, however, Seller shall not be required to expend monies or make concessions or institute litigation in all material respects with all order to obtain such estoppel certificate. In exercising its reasonable discretion concerning the acceptability of the estoppel certificate on a form other than that prescribed by EXHIBIT D, subject to the provisions of this Agreement required to be performed or complied paragraph, Purchaser will accept an alternate form which complies with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer Section 21.7 of Sellerthe Tenant Lease. c. 5.4 The tenant under the Tenant Lease and Seller shall have executed and delivered a Second Amendment to Buyer at Bondable Net Lease Agreement which sets forth the Closing each actual amount of the Seller Documents Annual Basic Rent under the Tenant Lease for the first five years of the term of the Tenant Lease and such additional documents sets forth the amount of the Landlord's Project Costs (as may be reasonably requested by Buyer defined in the Tenant Lease) for the shell building improvements. 5.5 The tenant under the Tenant Lease shall have executed in writing, either in an amendment to the Tenant Lease, in the estoppel certificate referred to in Section 5.3 or in some other written certification or agreement, a statement that the Title Company tenant acknowledges that, as provided in order to consummate the transactions contemplated by Section 6.7 of this Agreement. d. The SPA shall , the warranties, rights and obligations of the landlord under the Work Letter attached as Exhibit "B-1" to the Tenant Lease will remain the warranties, rights and obligations of Seller and that Purchaser will not assume or be assigned such warranties, rights and obligations. If any of the Conditions Precedent have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of satisfied on or before the Closing Date, there shall not this Agreement may be any claim or judgment of any nature or type threatenedcanceled by Purchaser, pending or made at Purchaser's option, by written notice from Purchaser to Seller and to the Escrow Agent given on or before the Closing Date. Upon such cancellation, the Deposit shall be refunded and returned to Purchaser. Purchaser shall have the right to unilaterally waive any governmental authority that questions or challenges Conditions Precedent by written notice to Seller, and Purchaser shall be deemed to have waived any unsatisfied Conditions Precedent if Purchaser acquires the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsProperty.

Conditions Precedent to Closing. 7.1 12.1 The obligations of Seller to consummate deliver title to the transactions contemplated Property and to perform the other covenants and obligations to be performed by this Agreement are Seller on the Closing Date shall be subject to each of the following conditions:conditions (all or any of which may be waived, in whole or in part, by Seller): a. (a) The representations and warranties made by Buyer in this Agreement Purchaser herein shall be true and correct in all material respects when with the same force and effect as though such representations and warranties had been made and on and as of the Closing Date. (b) Purchaser shall have delivered to Seller all of the documents provided herein for said delivery. 12.2 The obligations of Purchaser to accept title to the Property and to perform the other covenants and obligations to be performed by Purchaser on the Closing Date shall be subject to the following conditions (all or any of which may be waived, in whole or in part, by Purchaser): (a) The representations and warranties made by Seller herein shall be true and correct in all respects with the same force and effect as though such representations and warranties were had been made on and as of the Closing. Closing Date. (b) Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed performed all covenants and obligations undertaken by an authorized officer of Buyer. b. Buyer shall have performed Seller herein in all respects and complied in all material respects with all provisions of conditions required by this Agreement required to be performed or complied with by Buyer it on or before or at Closing. the Closing Date. (c) The Title Company is unconditionally prepared to issue to Purchaser a Title Policy meeting the requirements set forth in Section 4 hereof for an "insurable title". (d) Seller shall have received from Buyer at delivered to Purchaser all of the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyerdocuments provided herein for said delivery. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. (e) The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement Property shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects compliance with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of SellerEnvironmental Laws. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The Purchaser’s obligations to carry out the terms of Seller this Agreement and to consummate the complete its transactions contemplated by under this Agreement are subject to the fulfillment to the satisfaction of Purchaser of each of the following conditionsconditions at or prior to the Time of Closing: a. A. Each of the Shareholders of BHP and BHP (collectively, the “BHP Group”) shall have complied with all of their respective covenants and agreements contained in this Agreement; and B. The BHP Group shall transfer, or will cause to be transferred, to Purchaser one hundred percent (100%) of the issued and outstanding BHP membership interests; and C. The representations and warranties made of each of the BHP Group contained in this Agreement or contained in any certificates or documents delivered by Buyer in any of them pursuant to this Agreement shall be completely true in all material respects when made and on and as of the Closing as though if such representations and warranties were had been made on and as of the Time of Closing. Seller shall have received from Buyer The conditions set forth above are for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part at Closing a satisfactory certificate any time at or before the Time of Closing, as long as such conditions are waived in writing. BHP’s obligation to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions carry out the terms of this Agreement required and to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate complete the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment to BHP’s satisfaction of each of the following conditionsconditions at or prior to the Time of Closing: a. A. Purchaser shall have complied with all of its covenants and agreements contained in this Agreement; and B. The representations and warranties made of Purchaser contained in this Agreement or contained in any certificates or documents delivered by Seller in it pursuant to this Agreement shall be completely true and correct in all material respects when made and on and as of the date of Closing as though if such representations and warranties were had been made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: Purchaser as of the Closing Date; and C. Purchaser shall be current, there shall not through March 31, 2017, with its filing obligations with the SEC and/or OTC Markets such that it is labeled as “Current” on OTC Markets; The conditions set forth above are for the exclusive benefit of BHP and may be any claim waived by BHP in whole or judgment of any nature or type threatened, pending or made by in part at or before any governmental authority that questions or challenges the lawfulness Time of the transactions contemplated by this Agreement under any law or regulation or seeks to delayClosing, restrain or prevent as long as such transactionsconditions are waived in writing.

Conditions Precedent to Closing. 7.1 a. The performance by the Seller of each of its agreements and obligations under this Agreement, including without limitation the obligation to complete the Closing, is conditioned upon the satisfaction (or the Seller’s written waiver) on or prior to the Closing Date of Seller to consummate the transactions contemplated by this Agreement are subject to each all of the following conditions: a. (i) The representations and warranties made by of the Buyer in this Agreement herein contained shall be true and correct in all material respects when made on the Effective Date and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyerdate. b. (ii) The Buyer shall have performed performed, observed and complied in all material respects with all provisions of agreements and obligations required by this Agreement required to be performed or performed, observed and complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyeron its part hereunder. c. (iii) The Buyer shall have executed and delivered to the Seller at an Assignment and Assumption of Membership Interests Agreement in the form attached hereto as Exhibit “A,” transferring the Offered Interests to the Buyer. b. The performance by the Buyer of each of his agreements and obligations under this Agreement, including without limitation the obligation to complete the Closing, is conditioned upon the satisfaction (or the Buyer’s written waiver) on or prior to the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment Date of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. (i) The representations and warranties made by of the Seller in this Agreement herein contained shall be true and correct in all material respects when made on the Effective Date and on and as of the date of Closing Date as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Sellerdate. b. (ii) The Seller shall have performed performed, observed and complied in all material respects with all provisions of agreements and obligations required by this Agreement required to be performed or performed, observed and complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Selleron its part hereunder. c. (iii) The Seller shall have executed and delivered to the Buyer at an Assignment and Assumption of Membership Interests Agreement in the Closing each of form attached hereto as Exhibit “A,” transferring the Seller Documents and such additional documents as may be reasonably requested by Buyer or Offered Interests to the Title Company in order to consummate the transactions contemplated by this AgreementBuyer. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The Subject to waiver as set forth in Section 7.F. below, the respective obligations of Seller each party hereto to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of each of the following conditions: a. The representations i. All statutory and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller regulatory requirements necessary for the payment of all fees, costs valid consummation by BUYER and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness SELLER of the transactions contemplated by this Agreement and any Ancillary Documents shall have been fulfilled; all authorizations, consents, approvals and waivers of all Regulatory Entities necessary to be obtained in order to permit consummation of the transactions contemplated by this Agreement, including, without limitation, the consents set forth in Section 2.D., shall have been obtained. Parties hereto agree to promptly apply for any license, permit or other consent necessary to consummate the transactions contemplated under this Agreement and the Ancillary Documents. ii. No injunction, restraining order or other ruling or order issued by any law court of competent jurisdiction or governmental authority or regulatory body or other legal restraint or prohibition shall be in effect, and no proceeding, action, suit or claim brought or made by any governmental authority or regulatory body shall be pending or threatened that seeks any injunction, restraining order or other order or other relief, and no statute, rule, regulation or seeks executive order shall have been enacted, promulgated or proposed, in each case, that would prohibit the consummation of the transactions contemplated by this Agreement; it being understood that the parties hereto shall use their best efforts to delayhave any such injunction, restrain ruling, order, restraint or prevent prohibition (each, a ?Restraint) lifted and to oppose any action to impose a Restraint, and to reasonably extend the date set forth in Section 7.A.ii. hereof so long as such transactionsefforts are continuing in good faith. iii. All approvals, consents, authorizations and waivers which SELLER is required to obtain to continue obligations or rights under the lease agreement of its office premises or Contracts after the Closing Date shall have been obtained. iv. SELLER and BUYER each shall have complied with and performed in all material respects all of its obligations and duties hereunder as of the Closing Date and shall not have breached in any material respect any of the terms and conditions of this Agreement or the Ancillary Documents.

Conditions Precedent to Closing. 7.1 10.1. The obligations of Seller Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions, any one or more of which may be waived in whole or in part by Purchaser: a. (a) The representations and warranties made by Buyer set forth in this Agreement Section 4.1 hereof shall be true and correct in all material respects when made and on at and as of the Closing Date with the same effect as though such representations and warranties were the same had been made on and as of said date, and at the Closing. , Seller shall deliver to Purchaser a certification to such effect. (b) The relocation and expansion of certain Tenants and modification of certain Leases as more fully set forth on Exhibit S attached hereto and made a part hereof have been completed and approved by Purchaser. (c) Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have complied with and performed and complied in all material respects with all provisions of agreements and conditions required by this Agreement required to be performed or complied with by Buyer before prior to or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date. (d) Purchaser shall have received the Tenant Estoppels from all Tenants above 2,000 square feet of net rentable area prior to Closing (the "Required Estoppels"). Seller shall have the option, there but not the obligation, to provide Purchaser with a certificate of Seller (a "Seller Certificate") addressing, in the same manner as provided in an estoppel certificate acceptable in form and substance to Purchaser, the items set forth in each Tenant Estoppel Certificate comprising the Required Estoppels which Seller is required, but is unable, to obtain, it being agreed and understood that the Seller Certificate shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness cover a square footage greater than twenty percent (20%) of the transactions contemplated net rentable area at the Property, excluding the space leased to Chrysler, Xxxxxx Homes, USA Mobile and Hitachi, unless otherwise agreed to by Purchaser. Notwithstanding the above, Purchaser shall have the option of terminating this Agreement under if Seller is unable to deliver an estoppel certificate in form and substance satisfactory to Purchaser for either Chrysler, Xxxxxx Homes, USA Mobile or Hitachi. (e) Purchaser may conduct interviews with any law or regulation all of the Tenants with the Seller or seeks to delay, restrain or prevent such transactionsan agent of Seller present.

Conditions Precedent to Closing. 7.1 The obligations (a) In exchange for payment of the Purchase Price, Seller shall furnish Buyer with the Bill of Sale for the Equipment. At the Closing, Seller shall further provide to Buyer, at Seller’s sole cost and expense, all documents and certificates relating to the Equipment and any manufacturer’s warranties and the following documents related to Seller’s authority to sell the Equipment to Buyer on the terms and conditions contained in this Agreement; (i) A certified copy of the Board of Directors resolutions of Seller to consummate authorizing (1) the transactions contemplated by this Agreement are subject to each sale of the following conditions:Equipment at the Purchase Price, and (2) execution of this Agreement, the Bill of Sale and all related documents; and a. The representations (ii) A Certificate of Incumbency executed by the Secretary or Assistant Secretary of Seller setting forth the authorized signatories of Seller and warranties made by Buyer in this Agreement shall be true in all material respects when made its respective signatures and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyertitles. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. (b) Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered will deliver to Buyer at the Closing each Closing, all technical and operating manuals relating to the Equipment, its components and systems as well as any licenses, construction drawings, plans, specifications, other technical data, repair records, inspection records, and certificates in Seller’s possession. (c) At the Closing, Buyer shall provide to Seller, at Buyer’s sole cost and expense, the following documents related to Buyer’s authority to purchase the Equipment from Seller on the terms and conditions contained in this Agreement: (i) A certified copy of the Seller Documents and such additional documents as may be reasonably requested Board of Directors resolutions of Buyer authorizing: (1) the purchase of the Equipment by Buyer at the Purchase Price, and (2) the execution of this Agreement and all related documents; and (ii) A Certificate of Incumbency executed by the Secretary or Assistant Secretary of Xxxxx setting forth the Title Company in order to consummate the transactions contemplated by this Agreementauthorized signatories of Buyer and their respective signatures and titles. d. The SPA shall have not been terminated and Shareholders (d) There are not in default under no other conditions or contingencies to the terms of the SPA. 7.3 The obligations of each of Seller Closing and Buyer to consummate and Seller acknowledge that the transactions contemplated by this Agreement are Closing is not subject to each due diligence investigation, receipt of the following condition: as financing or board of the Closing Datedirectors, there shall not be any claim shareholders or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsother corporate approval.

Conditions Precedent to Closing. 7.1 The obligations obligation of Seller to consummate the transactions contemplated by Buyer under this Agreement are to purchase the Property from Seller is subject to each of the following conditions: a. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and satisfaction, as of the Closing as though such representations and warranties were made on and as Closing, of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in connection with this Agreement shall be true in all material respects when made true, correct and on and complete as of the date of Closing Date (as though defined in Section 9 herein) with the same force and effect as such representations and warranties were had been made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. date, and Seller shall have performed all the covenants and complied in all material respects with all provisions of obligations required by this Agreement required to be performed or complied with by Seller on or before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date; b. no materially adverse changes shall have occurred with respect to the Property after the Effective Date; c. after due notice and opportunity to object is provided to all necessary creditors and parties in interest, there the Bankruptcy Court must enter the Sale Order (in form and substance acceptable to Buyer) authorizing Seller to sell the Property to Buyer free and clear of any and all liens, encumbrances and claims in accordance with section 363(f) of the Bankruptcy Code. Seller shall maintain the Property between the Effective Date and the Closing Date in the same general manner as it was being maintained on the Effective Date. Without the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion, Seller shall not be any claim alter or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges otherwise encumber title to the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsProperty.

Conditions Precedent to Closing. 7.1 The Purchaser’s obligations to carry out the terms of Seller this Agreement and to consummate the complete its transactions contemplated by under this Agreement are subject to the fulfillment to the satisfaction of Purchaser of each of the following conditionsconditions at or prior to the Time of Closing: a. A. Each of the Members and GHM (collectively, the “GHM Group”) shall have complied with all of their respective covenants and agreements contained in this Agreement; and B. The GHM Group shall transfer, or will cause to be transferred, to Purchaser one hundred percent (100%) of the issued and outstanding GHM membership interests; and C. The representations and warranties made of each of the GHM Group contained in this Agreement or contained in any certificates or documents delivered by Buyer in any of them pursuant to this Agreement shall be completely true in all material respects when made and on and as of the Closing as though if such representations and warranties were had been made on and as of the Time of Closing. Seller shall have received from Buyer The conditions set forth above are for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part at Closing a satisfactory certificate any time at or before the Time of Closing, as long as such conditions are waived in writing. GHM’s obligation to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions carry out the terms of this Agreement required and to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate complete the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment to GHM’s satisfaction of each of the following conditionsconditions at or prior to the Time of Closing: a. A. Purchaser shall have complied with all of its covenants and agreements contained in this Agreement; and B. The representations and warranties made of Purchaser contained in this Agreement or contained in any certificates or documents delivered by Seller in it pursuant to this Agreement shall be completely true and correct in all material respects when made and on and as of the date of Closing as though if such representations and warranties were had been made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: Purchaser as of the Closing Date; and C. Purchaser shall be current, there through September 30, 2016, with its filing obligations with the SEC and/or OTC Markets such that it is labeled as “Current” on OTC Markets; D. At Closing, the current Board of Directors of Purchaser shall not appoint such director nominees as may be any claim designated by GHM to fill vacancies on the Board of Directors of Purchaser, and, thereafter, the current directors of Purchaser shall resign. In addition, at closing all officers of Purchaser shall tender their resignations to the Board of Directors, and new officers of Purchaser shall be appointed by the newly appointed Board of Directors of Purchaser. All such director and officer resignations shall be disclosed on Form 8-K to be filed with the SEC. The conditions set forth above are for the exclusive benefit of GHM and may be waived by GHM in whole or judgment of any nature or type threatened, pending or made by in part at or before any governmental authority that questions or challenges the lawfulness Time of the transactions contemplated by this Agreement under any law or regulation or seeks to delayClosing, restrain or prevent as long as such transactionsconditions are waived in writing.

Conditions Precedent to Closing. 7.1 The obligations initial disbursement of Seller to consummate the transactions contemplated by this Agreement are Loans shall be subject to each of the following conditionsconditions precedent: a. (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded and or filed where necessary and delivered to the Lender, and all taxes and fees with respect to such recording and filing shall have been paid by the Borrower. (b) No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties made by Buyer in this Agreement contained herein shall be true and correct at the date of the Closing. (d) All legal matters incident to the Loans shall be satisfactory to counsel for the Lender, and the Borrower agrees to execute and deliver to the Lender such additional documents and certificates relating to the Loans as the Lender may reasonably request. (e) If required by the Lender, the Lender shall have received an opinion of counsel to the Borrower as to such matters as the Lender may request, in form and substance satisfactory to the Lender and its counsel. (f) Financing statements in form and substance satisfactory to the Lender shall have been properly filed in each office where necessary to perfect the Lender's security interest in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all material respects when made or any portion of the Collateral (except with respect to Liens permitted by this Agreement), and on all taxes and as fees with respect to such recording and filing shall have been paid by the Borrower; provided that the Lender may choose to waive this condition with respect to the filing of certain financing statements or termination statements prior to Closing. (g) If requested by the Lender, the Borrower shall have delivered to the Lender (i) certified copies of evidence of all corporate actions taken by the Borrower and each Corporate Guarantor to authorize the execution and delivery of this Agreement, the Note and the other Loan Documents, (ii) a certificate of incumbency for the officers of the Borrower and each Corporate Guarantor executing the Loan Documents required herein, (iii) a good standing certificate dated not more than 30 days prior to the date of the Closing from the appropriate state official of any state in which the Borrower or any Corporate Guarantor is incorporated or qualified to do business, and (iv) such additional supporting documents as though such representations and warranties were made on and as of the Closing. Seller Lender or counsel for the Lender may reasonably request. (h) The Lender shall have received from Buyer at Closing a satisfactory certificate to such effect signed Borrowing Base Certificate, a listing and aging of Accounts Receivable, a listing of accounts payable of the Borrower, a report setting forth the status of all contracts, all of which shall be of a current date, shall be appropriately completed and duly executed by an authorized the chief financial officer of Buyerthe Borrower, the Treasurer of the Borrower or such other financial officer of the Borrower as is acceptable to the Lender and generally shall be in form and substance satisfactory to the Lender. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller (i) The Lender shall have received from Buyer at the Closing and approved a satisfactory certificate to such effect, signed by an authorized officer current financial statement of Buyerany Guarantor. c. Buyer (j) The Lender shall have executed and delivered received evidence satisfactory to Seller at it that the Closing each of Borrower has obtained the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated insurance required by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. (k) The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer Lender shall have received from Seller at Closing a satisfactory certificate such landlord and mortgage waivers as it shall request with respect to such effect signed by any landlord or mortgagee which may claim or have an authorized officer of Seller. b. Seller shall have performed and complied interest in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each any of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this AgreementCollateral. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The obligations initial disbursement of Seller to consummate the transactions contemplated by this Agreement are Loans shall be subject to each of the following conditionsconditions precedent: a. (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Lender. (b) No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties made by Buyer in this Agreement contained herein shall be true and correct in all material respects when made at the Closing Date. (d) All legal matters incident to the Loans shall be reasonably satisfactory to counsel for the Lender, and on the Borrower agrees to execute and deliver to the Lender such additional documents and certificates relating to the Loans as the Lender reasonably may request. (e) Financing statements in form and substance satisfactory to the Lender shall have been properly filed in each office where necessary to perfect the Lender's security interest in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Closing Collateral and all taxes and fees with respect to such recording and filing shall have been paid by the Borrower. (f) All Intellectual Property subject to United States copyright, patent or trademark protection, and an Intellectual Property Assignment with respect thereto, shall have been duly registered with the United States Patent and Trademarks Office or the Register of Copyrights, as though such representations applicable, and warranties were made on and as of the Closing. Seller Lender shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyersearch report confirming that it has a perfected first priority lien with respect thereto. b. Buyer (g) The Borrower shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each Lender (1) certified copies of evidence of all corporate action taken by the Borrower to authorize the execution and delivery of the Buyer Documents Loan Documents, (2) certified copies of the article of incorporation and such additional documents as may be reasonably requested by Seller or bylaws of the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller Borrower, (3) a certificate of incumbency for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms officers of the SPA. 7.2 The obligations of Buyer Borrower executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment from the appropriate state official of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges state in which the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.Borrower is incorporated or

Conditions Precedent to Closing. 7.1 Conditions to the Company’s Obligations. The obligations of Seller the Company hereunder required to consummate be performed on the transactions contemplated by this Agreement are subject Closing Date shall be subject, at the election of the Company, to each the satisfaction or waiver, at or prior to the Closing, of the following conditions: a. : The representations and warranties made by Buyer of each Holder 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 when made and on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the ClosingClosing Date. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer Each Holder shall have performed in all material respects all obligations and agreements, and complied in all material respects with all provisions covenants contained in this Agreement to be performed and complied with by such Holder at or prior to the Closing Date. Any applicable waiting period under the HSR Act shall have expired or been terminated. The Company shall have received, on terms reasonably satisfactory to the Company, Apollo Management and Blackstone, any consent or waiver necessary under the Credit Agreement to permit the performance of this Agreement and consummation of the Transactions. The stockholders of the Company shall have approved the Issuance as required by Applicable Law. The Holders shall have entered into each of the Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement. The Holders shall have delivered certificates representing their Shares to the Company. 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. The concurrent consummation of the Exchange by the Apollo/Blackstone Shareholders (as defined in the Shareholders Agreement). Conditions to Holders’ Obligations. The obligations of each Holder hereunder required to be performed on the Closing Date shall be subject, at the election of each Holder (as to itself only), to the satisfaction or waiver, at or prior to the Closing, of the following conditions: The representations and warranties of the Company contained in this 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. The Company shall have 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 the Closing Date. The Company shall have entered into each of the Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement. There has been no Material Adverse Effect (i) since December 31, 2002, except as disclosed in the Commission Filings filed prior to the date hereof, or (ii) since the date hereof. Any applicable waiting period under the HSR Act shall have expired or been terminated; provided, that each Holder has used its reasonable best efforts to obtain clearance under the HSR Act. The Company shall have delivered to the Holders a certificate executed by Buyer before it or at Closingon its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (d) of this Section 7.2 has been satisfied. Seller 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. The Holders shall have received from Buyer at an opinion of counsel to the Company, dated the Closing a satisfactory certificate Date, and addressed to such effectthe Holders, signed by an authorized officer of Buyer. c. Buyer in the form attached hereto as Exhibit C. The Holders shall have executed received certificates representing the shares of Common Stock to be issued in the Issuance. The Company shall have received, on terms reasonably satisfactory to the Company, Apollo Management and delivered Blackstone, any consent or waiver necessary under the Credit Agreement to Seller at permit the Closing each performance of this Agreement and consummation of the Buyer Documents and such additional documents Transaction. The stockholders of the Company shall have approved the Issuance as may be reasonably requested required by Seller or the Title Company in order Applicable Law. The obligation of any Holder to consummate the transactions contemplated by this Agreement. d. Buyer hereby shall have paid or made provisions acceptable to Seller for be conditioned upon the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms concurrent consummation of the SPA. 7.2 The obligations Issuance and Exchange by the Company and each of Buyer the Apollo/Blackstone Shareholders not breaching its obligation to consummate the transactions contemplated by this Agreement are Exchange (in accordance with the terms and subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions conditions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to Agreement) and, therefore, simultaneously consummating the Exchange if such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order Holder is otherwise willing to consummate the transactions contemplated by this AgreementExchange. (Nothing herein shall relieve any breaching Apollo/Blackstone Shareholder of liability to the Company for its breach). d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The All obligations of Seller Fitek, PSI and the PSI Shareholders under this Agreement are subject to consummate the fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 4 herein, and fulfillment, prior to the Closing, of each of the following conditions, unless any such conditions are waived by such party at or before the Closing: (a) The respective representations, warranties and covenants of PSI and Kxxx, and of Fitek, Kxxxxx and Mxxxxx contained in this Agreement shall be true at the time of Closing as though such representations, warranties and covenants were made at such time. (b) PSI, Kast, Fitek, Kxxxxx and Mxxxxx shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each prior to or at the Closing. (c) Each PSI Shareholder acquiring Exchange Stock will be required, at Closing, to submit an agreement, substantially in the form of Exhibit B, confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of one year from the Closing Date, except to those persons approved by legal counsel to Fitek as falling within an exemption from registration under the Act and any applicable state securities laws, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for Fitek. The foregoing provision shall not prohibit the registration of those shares at any time following the Closing. Each PSI Shareholder acquiring Exchange Stock will be required to transfer to Fitek at the Closing his or her respective PSI Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) Fitek shall have been presented with, and shall have approved, an updated version of Exhibits C and D, prepared by PSI, current as of the Closing. (e) Each party shall have received favorable opinions from the other party's counsel on such matters in connection with the transactions contemplated by this Agreement as are subject to each reasonable, including an opinion from counsel for PSI that the Exchange, if consummated, will not in any manner violate corporate or securities laws of any states where any PSI Shareholder resides. (f) Each party shall have satisfied itself that since the date of this Agreement the business of the following conditions: a. The representations other party has been conducted in the ordinary course except to the extent otherwise contemplated by this Agreement. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made and warranties made no indebtedness has been incurred since the date of this Agreement, except the possible execution by Buyer PSI of a lease with an option to purchase an office building and with respect to services rendered or expenses incurred in connection with the consummation of the transactions contemplated by this Agreement, unless said withdrawals or indebtedness were either contemplated by the terms of this Agreement shall be true or subsequently consented to in all material respects when made and on and as of writing by the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyerparties. b. Buyer shall have performed and (g) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all provisions applicable laws, orders and regulations of this Agreement required federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to be performed or complied with their assets, to the business conducted by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate them and to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer (h) Fitek shall have paid or made provisions acceptable provided to Seller PSI through June 30, 1997, all audited and unaudited financial statements prepared in accordance with generally accepted accounting principles and with Regulation S-X, and the audited statements certified as such by independent accountants of Fitek. (i) PSI shall have provided to Fitek audited financial statements of PSI for the payment three most recently completed fiscal years (or for such shorter period as PSI or its subsidiaries, if any, shall have been in existence), prepared on a tax basis in accordance with generally accepted accounting principles, together with unaudited financial statements in the same form for the period from the end of the most recently ended fiscal year to a date within thirty days of the Closing. Such unaudited financial statements of PSI shall have included the following schedules: Schedule of Assets; Schedule of Notes Payable; Schedule of Accounts Payable; and Schedule of Notes Receivable or, in their absence, an affirmation that such items do not exist. PSI shall also provide, as of a date within ten days of Closing, an update of any material change in the aforementioned schedules. In addition, PSI will deliver to Fitek, prior to Closing, in a form satisfactory to Fitek, a letter from PSI's independent auditors confirming that PSI's financial statements, covering the three most recently completed fiscal years, are auditable and can be prepared in accordance with generally accepted accounting principles and Regulation S-X within seventy-five (75) days of the Closing Date. (j) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all fees, costs kinds in accordance with Sections 6 and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, 8 hereof and other inspections performed in connection each party shall be satisfied to proceed with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each upon completion of the following conditions:such examination and investigation. a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and (k) Effective as of the date Closing Date, all (or, at Fitek's option, all but one) of Closing the members of Fitek's current board of directors and each and every person serving as though an officer of Fitek shall resign their respective positions and/or offices by tendering written resignations. Immediately prior to said resignations, Fitek's board of directors shall appoint as members of Fitek's new board those persons designated by PSI to fill said director positions, with such representations and warranties were made on and appointments to be effective as of the Closing. Buyer If all members of Fitek's current board of directors (the "Current Board") resign as of the Closing, the parties hereto agree that the Current Board may designate, at any time within Twelve months following the Closing, one person to serve as a member of the Board. If that person is not a current board member of Fitek, the nominee shall have received from Seller at Closing a satisfactory certificate be subject to such effect signed by an authorized officer the approval of SellerPSI. b. Seller shall have performed (1) All press releases, shareholder communications, SEC Filings and complied in all material respects with all provisions of this Agreement required to be performed other publicity generated by Fitek or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate PSI regarding the transactions contemplated by this Agreement are subject shall have been reviewed and approved by the other party before their release to each the public or any governmental agency. (m) Each party shall have satisfied itself that all transactions contemplated by this Agreement, including those contemplated by the exhibits attached hereto, shall be legal and binding under applicable statutory and case law of the States of Delaware and Nevada, respectively, including, but not limited to Nevada's securities laws and all other applicable state securities laws. (n) Each of the PSI Stockholders shall have tendered his or her stock certificate or certificates to Fitek, endorsed in blank, to permit the transfer of the PSI's Exchange Stock at Closing as contemplated by Section 2(b). (o) At PSI's request, Kxxxxx and Mxxxxx shall act as advisors to Fitek/PSI for a period of up to twelve months following condition: the Closing, performing such duties as shall be assigned by the Fitek board of directors. Kxxxxx and Mxxxxx agree to perform the functions as advisor without compensation. However, Kxxxxx and Mxxxxx shall be entitled to reimbursement of all out of pocket expenses incurred in the performance of duties assigned to them as advisors. (p) All holders of Fitek restricted common stock in excess of one million shares shall execute agreements in form and substance satisfactory to PSI and Fitek whereby they agree that 75% of their restricted shares shall not be sold for a period of twelve months following Closing, except that private sales may be made to purchasers who agree to be bound by the provisions of the "lock-up" agreement. No such private sales may be made, however, unless PSI and its counsel have received an opinion from counsel for the seller that the proposed private sale is exempt from the registration provisions of the 1933 Act and applicable state securities laws. (q) Each party shall have received from the other party the following, each dated as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges in form and substance reasonably satisfactory to the lawfulness receiving party: (i) a certificate of the transactions contemplated President of PSI or Fitek, as the case may be, to the effect that (i) the representations and warranties of such other party contained in this Agreement are true and correct in all material respects as of the Closing Date and (ii) such other party has performed, in all material respects, all covenants and other obligations required by this Agreement under any law to be performed by it at or regulation or seeks before the Closing Date; and (ii) a certificate of the Secretary of State of each jurisdiction in which such other party is incorporated, dated as of a recent date, as to delay, restrain or prevent the good standing of and payment of taxes by such transactionsother party and as to the charter documents of such other party on file in the office of the Secretary of State.

Conditions Precedent to Closing. 7.1 The obligations Closing and the initial disbursement of Seller the Loans shall be subject to consummate the transactions contemplated following conditions precedent: (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent. (b) No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties contained herein shall be true and correct in all respects at the Closing Date. (d) All legal matters incident to the Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrower agrees to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Collateral, except with respect to financing statements perfecting Liens permitted by this Agreement, and all Taxes and fees with respect to such recording and filing shall have been paid by the Borrower. (f) The Borrower shall have delivered to the Administrative Agent (1) a certificate executed by the Secretary of the Borrower certifying (A) copies of evidence of all company actions taken by the Borrower to authorize the execution and delivery of the Loan Documents, (B) copies of the Organizational Documents of the Borrower, and (C) a certificate of incumbency for the officers of the Borrower executing the Loan Documents, (2) a good standing certificate, dated not more than 10 days prior to the Closing Date, from the appropriate state official of any state in which the Borrower is organized, and (3) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall have received financing statement, judgment and Tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those created or permitted by this Agreement are subject to each of or the following conditions:other Loan Documents. a. (h) The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller Administrative Agent shall have received from Buyer at Closing a satisfactory certificate to such effect signed evidence that the insurance on the Collateral required by an authorized officer of Buyerthis Agreement has been obtained and is in full force and effect. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller (i) The Administrative Agent shall have received from Buyer at the Closing a evidence satisfactory certificate to such effectit that all governmental, signed by an authorized officer of Buyer. c. Buyer shall have executed equity holder and delivered to Seller at the Closing each of the Buyer Documents third party consents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed approvals necessary in connection with the transactions contemplated pursuant to this Agreementhereunder have been obtained and remain in effect. e. (j) The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller Borrower shall have executed and delivered to Buyer at each other Loan Document required hereunder and the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Recapitalization Agreement. d. (k) The SPA Administrative Agent shall have not been terminated received a written opinion of counsel to the Borrower in form and Shareholders are not substance reasonably satisfactory to the Administrative Agent. (l) The Estimated Closing Adjusted Tangible Net Book Value shall be at least $0. (m) The Borrower shall have committed Warehouse Financing Agreements in default under form and substance satisfactory to the terms Lenders in its sole discretion. (n) The Borrower shall have entered into Settlement Agreements, as defined in the Recapitalization Agreement, and filed a joint motion for preliminary approval of the SPASettlement Agreements with the U.S. District Court for the Northern District of California. 7.3 (o) The obligations Borrower and FBR shall have executed the Mortgage Loan Indemnity Agreement, which agreement shall be in form and substance satisfactory to NLC Holding in its sole discretion. (p) The Borrower and the Administrative Agent shall have agreed to the appropriate level of each of Seller balance sheet reserves to be set forth on Annex A. (q) The Borrower shall have delivered schedules to this Agreement, which schedules shall be in form and substance satisfactory to NLC Holding in its sole discretion. (r) Buyer shall have received evidence to consummate its satisfaction that the transactions contemplated Escrow Fund formerly held by this Agreement are subject the Borrower has been deposited as security to each satisfy Litigation claims of the following condition: as Borrower and its Subsidiaries pursuant to the settlement agreements in respect of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks Class Action Lawsuits referred to delay, restrain or prevent such transactionsin Section 6.16 hereof.

Conditions Precedent to Closing. 7.1 8.1. Each of Seller and Purchaser shall use commercially reasonable efforts to timely fulfill those of the following conditions as are its obligation hereunder. 8.2. The obligations of Seller Purchaser to consummate close on the transactions contemplated by this Agreement purchase and sale of the Assets are subject to each the satisfaction of the following conditions: a. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as (i) Tender of the Closing as though such representations and warranties were made on and documents to be executed by Seller as of the Closing. Seller , as provided in Section 9.1 hereof. (ii) All consents provided in Section 7.3(a), and the Landlord Estoppels provided in Section 7.4, shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyerbeen obtained. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at (iii) On the Closing a satisfactory certificate to such effectDate, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects when as if made and on and as of the date Closing Date. (iv) The Title Company shall be prepared to issue the Title Policies showing Purchaser as owner of the Fee, and as vested in a leasehold interest as to the Restaurant Leaseholds, in each case subject only to such exceptions as are acceptable to Purchaser (the "Permitted Exceptions"). (v) On the Closing Date, Seller shall not be in material default in the performance of any covenant or agreement to be performed by Seller under this Agreement. (vi) The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporation action, and Purchaser shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller. 8.3. The obligations of Seller to close the purchase and sale of the Assets are subject to the satisfaction of the following conditions: (i) Tender of the Purchase Price, reduced or increased by any credits and adjustments, and tender of the documents to be executed by Purchaser as though such of the Closing, as provided in Section 9.1 hereof. (ii) All consents provided in Section 7.3(a) shall have been obtained. (iii) On the Closing Date, all representations and warranties were made by Purchaser in this Agreement shall be true and correct in all material respects as if made on and as of Closing. Buyer shall have received from Seller at the Closing a satisfactory certificate to such effect signed by an authorized officer of SellerDate. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of (iv) On the Closing Date, there Purchaser shall not be any claim or judgment in material default in the performance of any nature covenant or type threatened, pending or made agreement to be performed by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by Purchaser under this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsAgreement.

Conditions Precedent to Closing. 7.1 The obligations obligation of Seller to consummate the transactions contemplated by Purchaser under this Agreement are to purchase the Partnership interests from Sellers and to assume the Trust Mortgage is subject to the satisfaction at the time of Closing of each of the following conditions:conditions ("Conditions Precedent"): a. The representations (a) All of the representations, warranties and warranties made covenants by Buyer Sellers set forth in this Agreement shall be true and correct as of Closing in all material respects when made and on and as of the Closing respects, as though such representations and warranties were made at and as of Closing. (b) Sellers shall have performed, observed, and complied with all covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with on and its part prior to or as of the Closing. . (c) All instruments and documents required on Sellers' part to effectuate this Agreement and the transactions contemplated herein, as set forth in this Agreement, shall have been delivered and shall be in form and substance reasonably satisfactory to Purchaser, Purchaser's counsel and Title Company. (d) Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed obtained the approval and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each consent of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate Trustee for the transactions contemplated by this Agreement. d. Buyer (e) Approval of this Agreement by Purchaser's Board of Directors. (f) Approval of Purchaser's lenders upon terms and conditions acceptable to Purchaser. (g) Purchaser's receipt of opinions from its special tax counsel and accountants concerning the various tax consequences of this transaction, satisfactory to Purchaser. (h) Purchaser's receipt of any governmental approvals necessary for Purchaser to use the Property for Purchaser's intended purpose. (i) Seller's completion of the paving of 25-35 parking spaces in the Parking Area currently being used by Val-Pak employees. As of Closing, Val-Pak employees will no longer be permitted to park in this area. (j) Purchaser obtaining a title insurance policy acceptable to Purchaser at a cost not to exceed $10,000. (k) Appraisal of the Property reasonably acceptable to Purchaser. (l) No adverse material change to the condition of the Property. If any one or more of the foregoing Conditions Precedent is not satisfied by March 31, 2001, Purchaser may terminate this Agreement upon notice to Sellers. If Purchaser gives a notice of termination under this Paragraph 12, this Agreement shall terminate, Escrow Agent shall deliver the Deposit to Purchaser, and neither party shall have paid any further rights or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to liabilities under this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 Conditions to the Company's Obligations. The obligations of Seller the Company hereunder required to consummate be performed on the transactions contemplated by this Agreement are subject Closing Date shall be subject, at the election of the Company, to each the satisfaction or waiver, at or prior to the Closing, of the following conditions: a. : The representations and warranties made by Buyer of each Holder 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 when made and on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the ClosingClosing Date. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer Each Holder shall have performed in all material respects all obligations and agreements, and complied in all material respects with all provisions covenants contained in this Agreement to be performed and complied with by such Holder at or prior to the Closing Date. Any applicable waiting period under the HSR Act shall have expired or been terminated. The Company shall have received, on terms reasonably satisfactory to the Company, Apollo Management and Blackstone, any consent or waiver necessary under the Credit Agreement to permit the performance of this Agreement required to be performed or complied with by Buyer before or at Closingand consummation of the Transactions. Seller The stockholders of the Company shall have received from Buyer at approved the Closing a satisfactory certificate to such effect, signed Issuance as required by an authorized officer of Buyer. c. Buyer Applicable Law. The Holders shall have executed and delivered to Seller at the Closing entered into each of the Buyer Documents Supplementary Registration Rights Agreement and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Supplementary Shareholders Agreement. d. Buyer . The Holders shall have paid delivered certificates representing their Shares to the Company. No provision of any Applicable Law, injunction, order or made provisions acceptable to Seller for decree of any Governmental Entity shall be in effect which has the payment effect of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with making the transactions contemplated pursuant to this Agreement. e. The SPA Transactions illegal or shall have not been terminated and LGWS is not in default under otherwise restrain or prohibit the terms consummation of the SPA. 7.2 Transactions. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each concurrent consummation of the following conditions: a. The representations and warranties made Exchange by Seller the Apollo/Blackstone Shareholders (as defined in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of SellerShareholders Agreement). b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 13.1 The obligations of Seller the Asset Contributing Property Partnerships to consummate deliver title to the transactions contemplated Property Partnerships' Real Property and the obligations of the Partners to contribute its interests in the Interest Contributing Property Partnerships as set forth in Section 1.3, and to perform the other covenants and obligations to be performed by this Agreement are the Property Partnerships or the Partners on the Closing Date shall be subject to each of the following conditions:conditions (all or any of which may be waived, in whole or in part, by the Property Partnerships or the Partners): a. (a) The representations and warranties made by Buyer in this Agreement National, New Reit and PRLP herein shall be true and correct in all material respects when with the same force and effect as though such representations and warranties had been made and on and as of the Closing Date; provided, however, that a failure of any representations or warranties to be true and correct in all material respects shall not give rise to a claim by the Property Partnerships hereunder so long as such matters do not have a material adverse effect on the transactions contemplated herein. (b) National, New Reit and PRLP shall have executed and delivered to the Property Partnerships all of the documents provided herein for said delivery, including without limitation, the Registration Rights Agreement and the PRLP Agreement. (c) National, New Reit and PRLP shall have performed all covenants and obligations undertaken by National, New Reit and PRLP herein in all respects and complied with all conditions required by this Agreement to be performed or complied with by them on or before the Closing Date. (d) National shall have elected to be taxed as a REIT in its most recent federal income tax return, and shall be in compliance with all applicable laws, rules and regulations, including the Code, necessary to permit it to be taxed as a REIT. National shall not have taken any action or have failed to take any action which would reasonably be expected to, alone or in conjunction with any other factors, result in the loss of its status as a REIT for federal income tax purposes. (e) The National Shareholder Approval shall have been obtained. 13.2 The obligations of National to deliver title to the National Real Property and to perform the other covenants and obligations to be performed by National on the Closing Date shall be subject to the following conditions (all or any of which may be waived, in whole or in part, by National): (a) The representations and warranties made by the Property Partnerships, New Reit, the Partners and PRLP herein shall be true and correct in all material respects with the same force and effect as though such representations and warranties were had been made on and as of the Closing. Seller Closing Date; provided, however, that a failure of any representations or warranties to be true and correct in all material respects shall not give rise to a claim by National hereunder so long as such matters do not have a material adverse effect on the Property Partnerships as a whole. (b) The Property Partnerships, New Reit and PRLP shall have received from Buyer at Closing a satisfactory certificate executed and delivered to such effect signed by an authorized officer National all of Buyerthe documents provided herein for said delivery on or prior to Closing. b. Buyer (c) The Property Partnerships, the Partners, New Reit and PRLP shall have performed all covenants and obligations undertaken by the Property Partnerships, New Reit, the Partners and PRLP herein in all material respects and complied in all material respects with all provisions of conditions required by this Agreement required to be performed or complied with by Buyer them on or before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there . (d) The National Shareholder Approval shall not be have been obtained. (e) No governmental entity or federal or state court shall have issued any claim injunction or judgment of any nature other order which restrains or type threatened, pending or made by or before any governmental authority that questions or challenges prohibits the lawfulness consummation of the transactions contemplated hereby. (f) The Registration Statement shall have been declared effective by this Agreement the Securities and Exchange Commission and no stop order suspending the effectiveness of the Registration Statement shall have been issued under any law the Act and no proceedings therefor shall have been initiated or regulation or seeks to delay, restrain or prevent such transactionsthreatened by the Securities and Exchange Commission.

Conditions Precedent to Closing. 7.1 (a) Buyer's conditions. The following are conditions precedent to Buyer's obligations under this Agreement (the "Buyer Conditions Precedent"). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement, and, subject to the provisions of Paragraph 7, all obligations of Buyer and Seller to consummate the transactions contemplated by hereunder (except provisions of this Agreement are subject to each which recite that they survive termination) shall terminate and be of no further force or effect. 5 (i) Buyer's inspection, review and approval, within the Due Diligence Period, of all aspects of the following conditions:Property. a. (ii) The issuance by the Title Company to Buyer of the Title Policy subject only to the Approved Title Exceptions and including the Endorsements. (iii) All of Seller's representations and warranties contained in or made by Buyer in pursuant to this Agreement shall be have been true in all material respects and correct when made and on shall be true and correct as of the Closing as though such representations and warranties were made on and as of the Closing. Date. (iv) Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and fully complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed Seller's duties and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company obligations contained in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as (v) As of the Closing Date, there shall not be any claim no litigation or judgment administrative agency or other governmental proceeding pending or threatened, which after Closing would, materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and no proceedings shall be pending or threatened which would cause the redesignation or other modification of the zoning classification of, or of any nature building or type threatenedenvironmental code requirements applicable to, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated Property. (vi) Seller shall have provided Buyer with an updated Rent Roll three (3) business days prior to Closing, which updated Rent Roll must not indicate any material adverse change from the Rent Roll last approved by this Agreement under Buyer. Seller shall specifically identify any law or regulation or seeks to delaychanges from the most recently approved Rent Roll, restrain or prevent such transactionsand Buyer shall have performed a closing audit which confirms the updated Rent Roll.

Conditions Precedent to Closing. 7.1 The obligations of Seller A. Purchaser shall not be required to consummate proceed on the transactions closing date with the transaction contemplated by this Agreement are subject to unless each of the following conditionsconditions precedent shall have been fulfilled and satisfied: a. The i. Each of the warranties, representations and warranties made by Buyer in this Agreement covenants of Seller contained herein shall be true in all material respects when made true, valid and on and as of the Closing as though such representations and warranties were made on and as of the Closingcorrect. ii. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyercomplied with the covenants herein. b. Buyer iii. There shall have performed and complied been delivered by Seller to Purchaser all of the items in all material respects with all provisions of this Agreement Seller’s possession required to be performed or complied with by Buyer before or delivered to Purchaser pursuant subparagraph v below. iv. Upon execution of the within Agreement, Purchaser, at Closing. its sole expense, shall obtain an Environmental Report, commonly known as a Phase 1, for the Subject Premises and, based upon said Environmental Report, may declare this Agreement, within the Inspection Period, null and void if said Report shall be unsatisfactory to Purchaser in Purchaser’s sole and absolute discretion. v. Upon execution of this Agreement, Seller shall have received from Buyer at the Closing furnish Purchaser with a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment copy of all fees, costs engineering and expenses for obtaining all environmental due diligencesite plans, surveys, title examinationsresolutions and any and all governmental approvals and permits with respect to the property that are in Seller’s possession. vi. Purchaser, inventory auditsin Purchaser’s sole and absolute discretion, shall satisfy itself as to the zoning and other ordinances of the Township of Wall with respect to the Intended Purpose indicated hereinabove within the initial ninety (90) days and any extension thereof after execution of the within Agreement, the due diligence period. Notwithstanding what is contained in Paragraph 5A, the ninety (90) day due diligence time period for i through vi shall commence on that date upon which all of those items to be delivered to Purchaser by Seller in subparagraph 5A(v) shall have been delivered to Purchaser at its offices in Wall Township, New Jersey, and other inspections performed evidenced by an acknowledgment by Purchaser that it has received all of those items requested, in connection with Purchaser’s sole and absolute discretion. In the transactions contemplated pursuant event that, after due diligence by the Purchaser, one or more conditions, (1) through (vi) above, are not fulfilled, or waived, within the time periods set forth, then the Purchaser may, at any time thereafter, elect, by written notice to the Seller, to cancel this Agreement. e. The SPA , and the $200,000 deposit shall have not been terminated and LGWS is not in default under be promptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, the terms of the SPANote and mortgage shall commence. This Agreement shall then be deemed to be null and void, and of no further force and effect. 7.2 The obligations of Buyer B. Seller shall not be required to consummate proceed on the transactions closing date with the transaction contemplated by this Agreement are subject to unless each of the following conditions:conditions precedent shall have been fulfilled and satisfied. a. The i. Each of the warranties, representations and warranties made by Seller in this Agreement covenants of Purchaser contained herein shall be true in true, valid and correct. ii. There shall be delivered by Purchaser to Seller all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required items to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer Seller hereunder at or prior to the Closing each closing. In the event that one or more of the foregoing conditions is not fulfilled, or waived, within the time periods set forth, then the Seller Documents and such additional documents as may be reasonably requested may, at any time thereafter, elect, by Buyer or written notice to the Title Company in order Purchaser, to consummate the transactions contemplated by cancel this Agreement. d. The SPA , and the $200,000. deposit shall have not been terminated and Shareholders are not in default under be promptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, the terms of the SPA. 7.3 The obligations note and mortgage shall commence. This Agreement shall then be deemed to be null and void, and of each of Seller no further force and Buyer effect. Each party shall have recourse to consummate the transactions contemplated by this Agreement are subject all remedies available to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any it at law or regulation or seeks to delay, restrain or prevent such transactionsin equity.

Conditions Precedent to Closing. 7.1 The obligations Closing and the initial disbursement of Seller to consummate the transactions contemplated by this Agreement are Loans shall be subject to each of the following conditionsconditions precedent: a. (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent. (b) No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties made by Buyer in this Agreement contained herein shall be true and correct in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of BuyerDate. c. Buyer (d) All legal matters incident to the Loans shall have executed be reasonably satisfactory to the Administrative Agent, and delivered the Borrowers agree to Seller at execute and deliver to the Closing each of the Buyer Documents and Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may be reasonably requested by Seller request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Title Company in order Collateral, except with respect to consummate the transactions contemplated financing statements perfecting Liens permitted by this Agreement, and all taxes and fees then due with respect to such recording and filing shall have been paid by the Borrowers. d. Buyer (f) The Borrowers shall have paid delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Loan Documents, (2) certified copies of the articles or made provisions acceptable to Seller certificate of incorporation, bylaws, articles or certificate of organization and operating agreement of the Borrowers, (3) a certificate of incumbency for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms officers of the SPA. 7.2 The obligations of Buyer Borrowers executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, from the appropriate state official of any state in which the Borrowers are incorporated, and (5) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall have received financing statement, judgment and tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those created or permitted by this Agreement or the other Loan Documents. (h) The Administrative Agent shall have received evidence that the insurance on the Collateral required by this Agreement has been obtained and is in full force and effect, describing in reasonable detail the types and amounts of such insurance, and naming Administrative Agent as additional insured on liability policies and lender loss payee endorsements for property and casualty policies. (i) The Administrative Agent shall have received a written opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent. (j) There shall not be any claim have occurred a material adverse change since September 30, 2010, in the business, assets, liabilities (actual or judgment contingent), operations or condition (financial or otherwise) of the Borrowers and their respective Subsidiaries taken as a whole or in the facts and information regarding such entities as represented to date. (k) The absence of any nature action, suit, investigation or type threatened, proceeding pending or made by threatened in any court or before any arbitrator or governmental authority that questions purports (a) to materially and adversely affect the Borrowers or challenges their respective Subsidiaries, or (b) to affect any transaction contemplated hereby or the lawfulness ability of the Borrowers and their respective Subsidiaries or any other obligor under the guarantees or security documents to perform their respective obligations under the Loan Documents. (l) All Debt of the Existing Borrowers under the Existing Loan Agreement shall be paid in full and the Existing Loan Agreement shall be terminated. (m) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company which shall document the solvency of the Borrowers and SGS after giving effect to the transactions contemplated by hereby (including, without limitation, the SGS Transaction). (n) The Administrative Agent shall have received a duly completed Pro Forma Compliance Certificate as of September 30, 2010, giving pro forma effect to any repayments or incurrence of Debt after such date (including any incurrence of Loans under this Agreement under on the Closing Date) and the SGS Transaction, signed by a Principal Officer of the Company. (o) The Administrative Agent shall have reviewed to its reasonable satisfaction certified copies of the duly executed SGS Transaction Documents, which shall provide for an aggregate purchase price for the Acquired SGS Stock not in excess of $52,500,000 (subject to adjustment as set forth in the SGS Transaction Documents) plus assumed liabilities (limited to payables and accruals described in the SGS Purchase Agreement and acceptable to the Administrative Agent in its sole discretion). The SGS Transaction Documents shall concurrently be consummated, and the Acquired SGS Stock acquired by the Company, in accordance with the terms thereof and in compliance with applicable law and regulatory approvals. The SGS Transaction Documents shall not have been altered, amended or otherwise changed or supplemented in any law material respect or regulation or seeks any material condition therein waived, prior to delaythe Closing Date, restrain or prevent such transactionswithout the prior written consent of the Administrative Agent.

Conditions Precedent to Closing. 7.1 12.1 The obligations of Seller to consummate deliver title to the transactions contemplated Property and to perform the other covenants and obligations to be performed by this Agreement are Seller on the Closing Date shall be subject to each of the following conditions:conditions (all or any of which may be waived, in whole or in part, by Seller): a. (a) The representations and warranties made by Buyer in this Agreement Purchaser herein shall be true and correct in all material respects when with the same force and effect as though such representations and warranties had been made and on and as of the Closing Date. (b) Purchaser shall have delivered to Seller all of the documents provided herein for said delivery. 12.2 The obligations of Purchaser to accept title to the Property and to perform the other covenants and obligations to be performed by Purchaser on the Closing Date shall be subject to the following conditions (all or any of which may be waived, in whole or in part, by Purchaser): (a) The representations and warranties made by Seller herein shall be true and correct in all material respects with the same force and effect as though such representations and warranties were had been made on and as of the Closing. Closing Date. (b) Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed performed all covenants and obligations undertaken by an authorized officer of Buyer. b. Buyer shall have performed Seller herein in all respects and complied in all material respects with all provisions of conditions required by this Agreement required to be performed or complied with by Buyer it on or before or at Closing. the Closing Date. (c) The Title Company is unconditionally prepared to issue to Purchaser a Title Policy meeting the requirements set forth in Section 4 hereof for an "insurable title". (d) Seller shall have received from Buyer at delivered to Purchaser all of the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyerdocuments provided herein for said delivery. c. Buyer (e) The Real Property shall have executed be in compliance with the Transfer Act. Seller shall, at Seller's sole cost and delivered expense, make all submissions to, provide all information to Seller at the Closing each and comply with all requirements of the Buyer Documents Connecticut Department of Environmental Protection or its successor. In the event that the Real Property is not an establishment subject to the Transfer Act, prior to the Closing, Seller shall, at its sole cost and such additional documents as may be reasonably requested by expense, provide to Purchaser an affidavit of an officer, member or manager of Seller or stating that the Title Company in order Real Property is not an establishment which is subject to consummate the transactions contemplated by this Agreementprovisions of the Transfer Act. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there (f) There shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges sewer moratorium affecting the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsProperty.

Conditions Precedent to Closing. 7.1 The obligations and agreements of Seller to consummate Lender contained herein shall be conditioned on the transactions contemplated by this Agreement are subject to each prior or contemporaneous satisfaction of the following conditions(collectively, the “Closing Conditions”), each to Lender’s reasonable satisfaction: a. (a) The execution, acknowledgment and delivery of this Agreement by all of the parties concurrently with the Closing, and the execution, acknowledgment and delivery of a Borrower General Certificate and a Guarantor General Certificate. (b) Borrower’s payment to Lender of the Pay Down. (c) Borrower’s payment to Lender of all Expenses. (d) Borrower’s payment to Midland of the Modification Fee. (e) Lender shall have received from Borrower such resolutions and certificates as Lender may reasonably require, in form and content reasonably acceptable to Lender, authorizing Borrower to enter into this Agreement and to amend Loan Documents which shall be executed by the appropriate persons and/or entities on behalf of such parties, and a certified copy of each parties’ organizational documents, with all amendments, modifications, supplements and restatements thereto, and certificates of good standing as appropriate, in form and substance reasonably acceptable to Lender. (f) The representations and warranties made by Buyer of Borrower contained herein are true and correct in this Agreement all material respects, and shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and correct as of the date of Closing as though such representations and warranties were made on and as the closing of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Sellerthe transaction contemplated hereby. b. Seller (g) Guarantor shall have performed execute an acknowledgement and complied reaffirmation of that Guaranty executed on December 15, 2011, and all waivers and agreements contained therein are in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Sellerfull force and effect. c. Seller shall have executed (h) Lender’s receipt of a REMIC opinion relative to this Transaction in form and delivered substance reasonably acceptable to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this AgreementLender. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The obligations (a) In addition to any conditions provided in other provisions of Seller this Agreement, Developer’s obligation to consummate lease the applicable Ground Lease Property from Owner pursuant to a Ground Lease shall be conditioned on the following as of the applicable Closing Date: (i) Owner shall have materially performed each and every covenant, undertaking and agreement to be performed by it hereunder with respect to such Ground Lease Property and no Owner Default shall then exist. (ii) None of the following shall be in effect by or against or with respect to Owner: (a) 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; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. (iii) There shall be no violation by Owner of any Legal Requirement relating to such Ground Lease Property that has not remedied, where the failure to so remedy would have a material adverse effect on the proposed use and development of such Ground Lease Property in accordance with the Concept Plan and the Design Standards. (iv) Owner shall have obtained all consents, releases and permissions and given all required notifications related to the transactions contemplated by the applicable Ground Lease and required under any agreement to which Owner is a party or any Legal Requirement by which Owner is bound. If the transaction contemplated by the particular Ground Lease, or any component thereof, shall require Owner to obtain authorization or approval of any Governmental Authority, all such authorizations and approvals shall have been obtained and shall be in full force and effect as and when required. If such authorizations and approvals are required on a Closing Date but shall not have been obtained on or prior to the last day for such Closing, the Closing Date may be deferred, at the election of Developer, for an additional period of time, not to exceed 30 days, as shall be necessary to obtain any authorizations or approvals not then obtained. (b) In addition to any conditions provided in other provisions of this Agreement are subject Agreement, Owner’s obligation to lease the applicable Ground Lease Property to Developer pursuant to a Ground Lease shall be conditioned on the following as of the applicable Closing Date: (i) Developer shall have materially performed each and every covenant, undertaking and agreement to be performed by it hereunder with respect to such Ground Lease Property and no Developer Default shall then exist. (ii) None of the following conditions: a. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as effect by or against or with respect to Developer: (a) the commencement of a case under Title 11 of the Closing U.S. Code, as though such representations and warranties were made on and 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) As of the Closing. Seller applicable Closing Date, Developer shall have received from Buyer at Closing a satisfactory certificate obtained all consents, releases and permissions and given all required notifications related to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreementthe applicable Ground Lease and required under any agreement to which Developer is a party or any Legal Requirement by which Developer is bound. If the transaction contemplated by the particular Ground Lease, or any component thereof, shall require Developer to obtain authorization or approval of any Governmental Authority, all such authorizations and approvals shall have been obtained and shall be in full force and effect as and when required. If such authorizations and approvals are required on a Closing Date but shall not have been obtained on or prior to the last day for such Closing, the Closing Date may be deferred, at the election of Owner, for an additional period of time, not to exceed 30 days, as shall be necessary to obtain any authorizations or approvals not then obtained. d. Buyer (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 be effective only if contained in a writing signed by such party. No such waiver shall reduce the rights or remedies of a party by reason of any breach by the other party (but if a condition is waived, the party waiving the 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 delivered to a party by the 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. The failure of any of the aforesaid conditions shall entitle the non-failing party, at its option, to cancel and terminate the transaction contemplated by the applicable Lease Notice, in which case (i) the provisions of Section 2(g) shall apply, and (ii) Developer shall have paid no further right or made provisions acceptable option to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory auditslease such Ground Lease Property, and other inspections performed in connection Owner shall be entitled to deal with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated such Ground Lease Property free and LGWS is not in default under the terms clear of the SPA. 7.2 The obligations any rights of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations Developer, and warranties made by Seller in this Agreement shall be true otherwise remain in all material respects when made full force and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Sellereffect. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. Section 7.1 Conditions to the Company’s Obligations at the Initial Closing. The obligations of Seller the Company and OpCo with respect to consummate each Purchaser required to be performed on the transactions contemplated by this Agreement are Closing Date shall be subject to each the satisfaction or waiver in writing, at or prior to the Initial Closing, of the following conditions: a. (a) The representations and warranties made by Buyer 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 when made and respects, in each case on and as of the Closing as though such Date except for representations and warranties were made on and as of a specific date which shall be true and correct, or true and correct in all material respects, as the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to case may be, as of such effect signed by an authorized officer of Buyerdate. b. Buyer (b) Such Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all provisions of covenants contained in this Agreement required to be performed or and complied with by Buyer before such Purchaser at or at Closing. Seller prior to the Closing Date. (c) The Company’s Board of Directors shall have received from Buyer at approved the Closing a satisfactory certificate to such effect, signed by an authorized officer Financing Documents and the consummation of Buyerthe Transactions. c. Buyer (d) 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. (e) The Purchasers shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Investor Rights Agreement. d. Buyer (f) The Senior Lender shall have paid or made approved the form of Debenture, including the subordination provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreementtherein. e. (g) The SPA Company shall have not been terminated and LGWS is not received the purchase price payable in default under the terms respect of the SPADebentures and Warrants purchased by such Purchaser in the Initial Closing. Section 7.2 Conditions to Purchaser’s Obligations at the Initial Closing. The obligations of Buyer each Purchaser required to consummate be performed on the transactions contemplated by this Agreement are Closing Date shall be subject to each the satisfaction or waiver in writing, at or prior to the Initial Closing, of the following conditions: a. (a) The representations and warranties made by Seller of the Company and OpCo 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 the Company and OpCo which are not so qualified shall be true and correct in all material respects when made and respects, in each case on and as of the date of Closing as though such Date except for representations and warranties were 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, as of such date. (b) The Company and OpCo shall have performed all of its obligations, agreements and covenants contained in the Financing Documents to be performed and complied with at or prior to the Closing Date. (c) 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 and OpCo shall have delivered to Purchaser a certificate executed by it or on its behalf by duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in this Section 7.2 has been satisfied. (e) The Company and Rxxxxxx X. Xxxxxxx, Xx. shall have executed and delivered the Investor Rights Agreement. (f) The Company shall have executed and delivered the Warrants to be issued at the Initial Closing. (g) The Purchasers shall have received an opinion of counsel to the Company, dated the Closing Date, and addressed to the Purchasers, in form and substance reasonably acceptable to the Purchasers. (h) The Company and OpCo shall have executed and delivered the Debentures to be issued at the Initial Closing. (i) Each Subsidiary (other than OpCo) shall have executed and delivered a guaranty in the form attached as Exhibit F (the “Guaranty”). (j) There shall not have occurred any event, circumstance, condition, fact, effect or other matter which has had or would reasonably be expected to have (i) a Material Adverse Effect or (ii) a material adverse effect on the ability of the Company to perform on a timely basis any obligation under this Agreement or to consummate the Transactions. (k) The Company shall have delivered to the Purchasers a certificate of the secretary of the Company setting forth (i) 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, (ii) a copy of the by-laws of the Company, as in effect on the date hereof and on the Closing Date, (iii) copies of all resolutions of the Company authorizing the Transactions; and (iv) an incumbency certificate setting forth the name, title and authorized signature of each officer of the Company or OpCo who will execute documents in connection with the Transactions. (l) The Company shall have executed and delivered the Management Rights Letter. Section 7.3 Conditions to the Company’s Obligations at the Second Closing. The obligations of the Company and OpCo with respect to each Purchaser required to be performed at the Second Closing shall be subject to the satisfaction or waiver in writing, at or prior to the Second Closing, of the following conditions: (a) The Company shall have received the purchase price payable in respect of the Debentures and Warrants purchased by such Purchaser in the Second Closing. (b) 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. Section 7.4 Conditions to Purchaser’s Obligations at the Second Closing. The obligations of each Purchaser required to be performed at the Second Closing shall be subject to the satisfaction or waiver in writing, at or prior to the Second Closing, of the following conditions: (a) There shall have not occurred an Event of Default under the Debentures. (b) There shall not have occurred, and be continuing, any Default under the Debentures. (c) 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 executed and delivered the Warrants to be issued at the Second Closing. (e) The Company and OpCo shall have executed and delivered the Debentures to be issued at the Second Closing. Section 7.5 Conditions to the Company’s Obligations at a Subsequent Closing. The obligations of the Company and OpCo with respect to each Purchaser required to be performed on each Subsequent Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Subsequent 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 Closing. Buyer the Subsequent Closing Date except for representations and warranties made as of a specific date which shall have received from Seller at Closing a satisfactory certificate to be true and correct, or true and correct in all material respects, as the case may be, as of such effect signed by an authorized officer of Sellerdate. b. Seller (b) Such Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all provisions of covenants contained in this Agreement required to be performed or and complied with by Seller before such Purchaser at or at Closing. Buyer shall have received from Seller at prior to the Subsequent Closing a satisfactory certificate to such effect signed by an authorized officer of SellerDate. c. Seller (c) 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 Purchasers shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Investor Rights Agreement. d. (e) The SPA Company shall have not been terminated and Shareholders are not received the purchase price payable in default under the terms respect of the SPADebentures and Warrants purchased by such Purchaser in the Subsequent Closing. 7.3 Section 7.6 Conditions to Purchaser’s Obligations at each Subsequent Closing. The obligations of each Purchaser required to be performed on the Subsequent Closing Date shall be subject to the satisfaction or waiver in writing, at or prior to the Subsequent Closing, of Seller the following conditions: (a) The representations and Buyer warranties of the Company and OpCo 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 the Company and OpCo which are not so qualified shall be true and correct in all material respects, in each case on and as of the Subsequent 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, as of such date. (b) The Company and OpCo shall have performed all of its obligations, agreements and covenants contained in the Financing Documents to be performed and complied with at or prior to the Subsequent Closing Date. (c) 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 and OpCo shall have delivered to Purchaser a certificate executed by it or on its behalf by duly authorized representative, dated the Subsequent Closing Date, to the effect that each of the conditions specified in this Section 7.6 has been satisfied. (e) The Company shall have executed and delivered the Warrants. (f) The Company and OpCo shall have executed and delivered the Debentures. (g) Each Subsidiary (other than OpCo) shall have executed and delivered the Guaranty. (h) There shall not have occurred any event, circumstance, condition, fact, effect or other matter which has had or would reasonably be expected to have (i) a Material Adverse Effect or (ii) a material adverse effect on the ability of the Company to perform on a timely basis any obligation under this Agreement or to consummate the transactions contemplated by this Agreement are subject Transactions. (i) The Company shall have delivered to each the Purchasers a certificate of the following condition: as secretary of the Company setting forth (i) a copy of the certificate of incorporation of the Company and all amendments thereto as in effect on the date hereof and on the Subsequent Closing Date all certified by the Secretary of State of the State of Delaware, (ii) a copy of the by-laws of the Company, as in effect on the date hereof and on the Subsequent Closing Date, there shall not be any claim or judgment (iii) copies of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness all resolutions of the transactions contemplated by this Agreement under any law Company authorizing the Transactions; and (iv) an incumbency certificate setting forth the name, title and authorized signature of each officer of the Company or regulation or seeks to delay, restrain or prevent such transactionsOpCo who will execute documents in connection with the Transactions.

Conditions Precedent to Closing. 7.1 The obligations of Seller to consummate the transactions contemplated by 10.1 Purchaser's obligation under this Agreement are to purchase the Properties is subject to the fulfillment of each of the following conditions, subject, however, to the provisions of Section 10.3: a. (a) The representations and warranties made by Buyer in this Agreement shall of Sellers contained herein shall, subject to the provisions of Section 8.1(b), be true true, accurate and correct in all material respects when made and on and as of the Closing as though such representations Date, except to the extent they relate only to an earlier date; (b) Sellers shall be ready, willing and warranties were made on able to deliver title to the Properties in accordance with the terms and as conditions of this Agreement; (c) the Closing. Seller Title Company shall be ready, willing and able to issue fee and leasehold title insurance to Purchaser in accordance with the terms and conditions of this Agreement at the Title Company's standard rates; (d) Sellers shall have received from Buyer at Closing a satisfactory certificate delivered all the documents and other items required pursuant to such effect signed by an authorized officer of Buyer. b. Buyer Section 11, and shall have performed all other covenants, undertakings and obligations, and complied in all material respects with all provisions of conditions required by this Agreement required to be performed or complied with by Buyer before the Sellers at or at prior to the Closing. Seller ; (e) any net credit due from Sellers to Purchaser by reason of Closing apportionments shall have received from Buyer at been paid; and (f) all consents and approvals of governmental authorities and parties to agreements to which Seller is a party, or by which Seller's assets are bound, that are required with respect to the transactions contemplated by this Agreement shall have been obtained. 10.2 Sellers' obligation under this Agreement to sell the Properties to Purchaser is subject to the fulfillment of each of the following conditions, subject, however to the provisions of Section 10.3: (a) the representations and warranties of Purchaser contained herein shall be true, accurate and correct in all material respects as of the Closing a satisfactory certificate Date; 27 (b) Purchaser shall have paid to such effect, signed by an authorized officer of Buyer.Sellers any net Closing apportionments due from Purchaser to Sellers; c. Buyer (c) Purchaser shall have executed and delivered to Seller at the Closing Sellers each of the Buyer Documents Notes and such additional Mortgages and all other documents as may be reasonably requested by Seller or required under Section 7 and pursuant to the Title Company in order to consummate provisions of the transactions contemplated by this Agreement.Notes and Mortgages; d. Buyer (d) Purchaser shall have paid or made provisions acceptable delivered to Seller for Sellers all the payment of documents to be executed by Purchaser set forth in Section 12 and shall have performed all feesother covenants, costs undertakings and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory auditsobligations, and other inspections performed in connection complied with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated all conditions required by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before Purchaser at or at prior to the Closing. Buyer shall have received from Seller at Closing ; (e) all consents and approvals of governmental authorities and parties to agreements to which Purchaser is a satisfactory certificate party, or by which Purchaser's assets are bound, that are required with respect to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness consummation of the transactions contemplated by this Agreement shall have been obtained; and (f) on or prior to Closing Date, (i) 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 been discharged prior to the 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, (ii) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (iii) Purchaser shall not have made a general assignment for the benefit of creditors, (iv) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, or (v) 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 law such law, or regulation had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, canceled or seeks terminated prior to delaythe Closing Date. 10.3 In the event that any condition contained in Section 10.1 or 10.2 is not satisfied, restrain then, unless such failure is a default by Purchaser under Section 17.2 or prevent a willful failure or refusal by Sellers pursuant to Section 17.3, as the case may be, the party entitled to the satisfaction of such transactionscondition as a condition to its obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to (a) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (b) terminate this Agreement. In the event such party elects to terminate this Agreement, this Agreement 28 shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations, and except that if Purchaser terminates the Agreement because a condition contained in Section 10.1 is not satisfied, then Purchaser shall be entitled to a return of the Fund, provided Purchaser is not otherwise in default hereunder. Nothing contained in this Section 10.3 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 satisfaction of such condition as provided in Section 10.1 or 10.2.

Conditions Precedent to Closing. 7.1 The obligations of Seller to consummate the transactions contemplated by (i) Buyer’s obligation under this Agreement are to purchase the Assets as provided hereunder shall be subject to the fulfillment of each of the following conditionsconditions subject, however, to the provisions of subsection (iii) below: a. The (A) the representations and warranties made by Buyer of Seller contained in this Agreement Section 12 hereof shall be true true, accurate and correct in all material respects when made and on and as of the Closing as though such representations Date; (B) title to the Real Property shall be in compliance with the terms of Section 9 hereof and warranties were made on and as Title Company shall be prepared to issue the Title Policy subject only to payment of the premium therefor; provided, however, that if Title Company is not prepared to so issue the Title Policy as a result of any act or omission of Buyer or any Affiliate of Buyer and title to the Real Property is in compliance with the terms of Section 9 hereof, such circumstances shall not constitute a condition to Closing. ; and (C) Seller shall have received from delivered, or caused to be delivered, to Escrow Agent or Buyer at each of the Closing a satisfactory certificate Documents required to such effect signed be delivered by an authorized officer of Buyer. b. Buyer Seller pursuant to Section 11(b) hereof and shall have performed all other covenants, undertakings and obligations and complied in all material respects with all provisions of this Agreement conditions required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before at or at prior to the Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default (ii) Seller’s obligations under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are to sell the Assets as provided hereunder shall be subject to the fulfillment of each of the following condition: conditions subject, however, to the provisions of subsection (iii) below: (A) the representations and warranties of Buyer contained in Section 13 hereof shall be true, accurate and correct in all material respects as of the Closing Date; and (B) Buyer shall have delivered the funds required to be delivered by Buyer hereunder at Closing and shall have further delivered, there shall not or caused to be any claim or judgment of any nature or type threateneddelivered, pending or made by or before any governmental authority that questions or challenges the lawfulness each of the transactions contemplated Closing Documents required to be delivered by Buyer pursuant to Section 11(b) hereof and shall have performed all other covenants, undertakings and obligations and complied with all conditions required by this Agreement under to be performed or complied with by Buyer, at or prior to the Closing. (iii) In the event that any law condition contained in Section 11(d)(i) or regulation (ii) is not satisfied, the Party entitled to the satisfaction of such condition as a condition to its obligation to close hereunder shall have as its sole remedy hereunder the right to elect to (A) waive such unsatisfied condition whereupon Closing shall proceed as provided in this Agreement without any abatement of the Purchase Price, or seeks (B) terminate this Agreement. In the event such Party elects to delayterminate this Agreement, restrain this Agreement shall be terminated and the Parties shall have no further rights, obligations or prevent liabilities hereunder, except for those obligations which are expressly stated to survive the termination of this Agreement and except that if Buyer terminates this Agreement because a condition contained in Section 11(d)(i) hereof is not satisfied, Escrow Agent shall return the Deposit (less the Hard Deposit) to Buyer. Nothing contained herein 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 transactionsParty is expressly entitled to the satisfaction of such condition as provided in Section 11(d)(i) or (ii) hereof.

Conditions Precedent to Closing. 7.1 The obligations of Seller the respective parties to consummate close the transactions contemplated by this Agreement are purchase of the Purchased Assets will be subject to each of the following conditions: a. The A. Seller's Conditions. Seller will not be obligated to close the purchase of the Purchased Assets unless (i) Purchaser has complied with all of the terms and conditions of this Agreement to be met prior to Closing, has delivered to Seller all funds, instruments, and documents required to be deposited by Purchaser in connection with the Closing pursuant to the terms of this Agreement, and all of the representations and warranties made by Buyer of Purchaser and Clearview contained in this Agreement shall be remain true and correct in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as Date; (ii) Seller has received, prior to the expiration of the ClosingInspection Period, any required consents by the landlord or other third parties to the assignment of the Lease and other material agreements relating to the operation of the Theatres (the "Consents") and has received executed release of Seller's obligations under the Lease by the landlord of the Leasehold Theatre (the "Release"), which Release shall be in a form satisfactory to Seller; subject, however, to the following paragraph; (iii) Seller has obtained, prior to the expiration of the Inspection Period, landlord's approval of the Sublease ("Approval"); (iv) Seller has obtained at Closing the Lien Release of the Bronxville Theatre under the Indenture of Mortgage, on terms and conditions satisfactory to Seller; and (v) Purchaser proceeds to Closing on all five Theatres or just Cinema 304, as provided for in Paragraph 10. Prior to the expiration of the Inspection Period, Seller shall undertake to provide to Purchaser a letter from the mortgagee indicating that it will release the Bronxville Theatre from the Indenture of Mortgage and under what conditions that release will be given. Seller shall may at any time at or prior to Closing waive any one or more of the preceding requirements by written notice to Purchaser. If the Consents to assignment of the Lease have received been obtained from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer the landlord of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions the Leasehold Theatre, but the Release of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer has not been obtained at the time of Closing as provided in clause (ii) above, then such Release requirement shall be deemed waived by Seller, and the parties shall proceed to Closing; provided, however, that the conditions set forth below in this paragraph are satisfied. In the event a satisfactory certificate to such effect, signed by an authorized officer Release of Buyer. c. Buyer shall have executed and delivered to Seller at Seller's obligations under the Closing each Lease cannot be obtained from the landlord of the Buyer Documents Leasehold Theatre prior to Closing, then Purchaser agrees to (a) not assign or sublet such Lease without the prior written consent of Seller in its sole discretion, (b) not exercise any option to extend the term of the Lease without Seller's reasonable prior written consent (and such additional documents as may be reasonably requested by further provided that, in that event, Purchaser shall make further efforts, in a commercially reasonable manner, to obtain the Release), (c) operate the Leasehold Theatre in a manner consistent with the Lease, (d) observe all of the covenants under the Lease and perform all of the tenant's obligations thereunder in accordance with the terms of the Lease, (e) indemnify and hold Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of harmless from and against any and all feesclaims, losses, damages, costs and expenses (including, but not limited to, attorneys' and legal assistants' fees and expenses) arising out of the Lease for obtaining all environmental due diligence, surveys, title examinations, inventory audits, the Leasehold Theatre after the date of Closing; and other inspections performed (f) not commit any act that would jeopardize Seller's security interest. In the event that Purchaser fails to observe any of the covenants contained in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS paragraph or is not in default (after all applicable cure periods have expired under the Lease) under the terms of the SPALease of the Leasehold Theatre (the "Defaulted Theatre"), or under the Assignment, Consent and Estoppel Agreement for the Defaulted Theatre in a form to be agreed upon by the parties and executed at the Closing (the "Assignment," which shall include a collateral assignment, security agreement and UCC-1 Financing Statement), then Seller may pursue its remedies against Clearview pursuant to the Guaranty of the Lease given under 24B hereof and may, without any obligation, perform Purchasers' obligations and covenants under the Lease of such Defaulted Theatre, and Seller shall be able to repossess the Defaulted Theatre and dispossess Purchaser and any other permitted assignees, subtenants, licensees or parties in possession, and Purchaser will be liable for any damages, costs and expenses, suffered by Seller as to such Defaulted Theatre (including, but not limited to, attorneys' and legal assistants' fees and expenses but excluding consequential damages) and the cost of any premium for any bond required in connection with an injunction brought to enforce Seller's remedies under this paragraph. The Assignment shall provide that Seller shall not exercise its rights to repossess the Defaulted Theatre unless Clearview has defaulted for the payment of money under its Guaranty hereunder or if Purchaser defaults under the Lease by failing to operate the Defaulted Theatre as a theatre on a continuous basis. In the event the Release is obtained subsequent to Closing, the Assignment and UCC-1 will be terminated, and the Guaranty shall be released as to the Xxxxx Theatre. 7.2 The obligations B. Purchaser's Conditions. Purchaser will not be obligated to close the purchase of Buyer to consummate the transactions contemplated by Purchased Assets unless (i) Seller has complied with all of the terms and conditions of this Agreement are subject to each of be met prior to and at the following conditions: a. The representations Closing, and warranties made has delivered to Purchaser all instruments and documents required to be delivered by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects connection with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order pursuant to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of this Agreement; (ii) Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each has obtained a release of the following condition: as Bronxville Theatre under the Indenture of Mortgage and the Purchased Assets will be free of all other Encumbrances other than the Permitted Exceptions on terms and conditions satisfactory to Seller prior to Closing; (iii) Seller has obtained the consent of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges landlord to the lawfulness assignment of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.Lease;

Conditions Precedent to Closing. 7.1 (a) Buyer's Conditions Precedent. The obligations of Seller following shall be conditions precedent to Buyer's obligation to consummate the transactions purchase and sale transaction contemplated by this Agreement are subject to each of herein (the following conditions:"Buyer's Conditions Precedent"): a. The (i) All representations and warranties made by Buyer of Sellers in this Agreement Section 4 shall be true in all material respects when made and on and correct as of the Closing as though such representations Date and warranties were made on all agreements, covenants and as obligations of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of Sellers under this Agreement required to be performed or complied with by Buyer on or before or at Closing. Seller the Closing Date shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer been performed or complied with and Sellers shall have executed and delivered to Buyer a certificate to that effect in the form attached as Schedule 6(a)(i) hereto ("Sellers' Certificate"). (ii) No material breach or default by either Seller at shall have occurred hereunder that has not been cured to Buyer's reasonable satisfaction. Buyer shall provide Sellers with written notice of any material breach or default by Sellers promptly upon Buyer's discovering that such breach or default exists. (iii) The applicable waiting periods, if any, under the Closing each HSR Act shall have expired or been terminated. (iv) The Nevada Gaming Authorities shall have determined that Buyer is a suitable purchaser for the Premises and shall have approved the sale of the Buyer Documents Premises and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable licensed the Buyer's ability to Seller for the payment of all fees, costs assume control and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms operation of the SPA. 7.2 The obligations of Buyer to consummate Premises and the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and Business as of the date of Closing as though such representations Date. Approvals from all other applicable counties, cities and warranties were made other municipalities having jurisdiction over the gaming and liquor operations on and as of Closing. Buyer the Premises shall have received from Seller at Closing a satisfactory been obtained. No certificate to such effect signed of occupancy or any liquor or gaming license shall have been revoked or suspended by an authorized officer of Sellerthe responsible governmental agency. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller (v) Sellers shall have executed and delivered to Buyer at the Closing each the documents which they are required to so execute and deliver pursuant to Section 8. (vi) Buyer shall have received the legal opinion of Bible, Hoy & Trachok in the form attached hereto as Schedule 6(a)(vi). (vii) The Closing shall not directly or indirectly (with or without notice or lapse of time), violate, contravene, materially conflict with or result in a violation of any law and shall not violate any order or decree of any court or governmental body of competent jurisdiction, and no suit, action, proceeding or investigation shall have been brought or threatened by any Person (other than Buyer or an affiliate of Buyer) which questions the validity or legality of this Agreement or the transactions contemplated hereby. (viii) Each of the Seller Documents Company and such additional documents the Shareholders shall have entered into a Confidentiality and Non-Competition Agreement in the form attached hereto as may be Exhibits 21A and 21B, respectively. (ix) The Buyer shall have received an Alta Owner's and Lender's policy of Title Insurance which does not deviate materially from the Title Report and which shall include all endorsements reasonably requested by Buyer or Lender and which shall also include leasehold coverage as to the Title Company in order to consummate the transactions contemplated by this AgreementPiazzo property. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 Alterra's obligation to purchase and Holding Co.'s obligation to sell its Member Interests in the Companies to Alterra and for the parties to take the other actions required to be taken at the Closing is subject to the satisfaction, at or prior to the Closing, of the following condition: entry by the Bankruptcy Court of a Final Order which approves and authorizes the purchase of the Member Interests and Existing Notes by Alterra in strict accordance with the terms and conditions contemplated herein, including, without limitation, the terms of the Note. Alterra's plan of reorganization and proposed order confirming Alterra's plan of reorganization shall include a provision approving the performance by Alterra of this Agreement. This Agreement is and shall be expressly subject to the approval by the Bankruptcy Court, and if for any reason whatsoever such approval is not obtained during the term hereof, then this Agreement shall be null and void and of no further force or effect. In order for this Agreement to have been approved, the Bankruptcy Court shall have entered an order approving Alterra's performance of the transactions provided for in this Agreement (the "Final Order"), which order shall be in form and substance consistent with this Agreement and reasonably acceptable to the parties hereto. The Final Order shall not have been reversed, stayed, modified or amended in any material respect prior to the Closing Date, and the effective date of the plan of reorganization shall have occurred prior to the Closing Date. Without limiting the foregoing, the Final Order shall expressly (a) authorize and direct Alterra to perform its obligations of Seller under this Agreement and to take or cause to be taken all such actions and to execute and deliver all such documents and instruments, as are necessary to consummate the transactions contemplated by this Agreement are subject to each in accordance with the terms hereof; (b) approve the terms and conditions of this Agreement, including the purchase of the following conditions: a. The representations Member Interests and warranties made by Buyer Existing Notes; and (c) contain a finding that the notice given in the Bankruptcy Case with respect to the transactions contemplated hereby was proper, timely, adequate and sufficient under the circumstances. Holding Co. agrees not to oppose Alterra in seeking approval for this Agreement shall be true in all material respects when made and on and as Agreement, to comply with any procedural matters necessary to facilitate the administration of the Closing as though such representations Bankruptcy Case, and warranties were made on to vote in favor of any plan of reorganization proposed by Alterra which incorporates the transactions contemplated herein. Alterra's obligation to purchase the Member Interests in the Companies and as of to take the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement other actions required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer taken at the Closing a satisfactory certificate is further subject to such effectthe delivery, at or prior to the Closing, of the General Releases, signed by an authorized officer of Buyer. c. Buyer Holding Co. and each Investor. Holding Co.'s failure to deliver the General Releases shall have executed and delivered not give rise to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested any claim for damages by Seller or the Title Company in order Alterra against Holding Co., but shall only give Alterra a right not to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated close pursuant to this Agreementthe previous sentence. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The All obligations of Seller to consummate the transactions contemplated by Onsite and WBS under this Agreement are subject to the fulfillment, prior to or at the Closing Date, of all conditions herein set forth, including, but not limited to, receipt by the appropriate party of 1039(6).nks November 10, 1997 all deliveries required by Sections 3.2 and 3.3 herein, and fulfillment, prior to the Closing Date, of each of the following conditions: a. The representations (a) WBS's, Westar Energy's, and Onsite's representations, warranties made by Buyer and covenants contained in this Agreement shall be true in all material respects when made and on and as at the time of the Closing Date as though such representations representations, warranties and warranties covenants were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyertime. b. Buyer (b) WBS shall have performed and complied in all material respects with all provisions of agreements and conditions required by this Agreement required to be performed or complied with by Buyer before prior to or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of BuyerDate. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller (c) Westar Energy shall have performed and complied in all material respects with all provisions of agreements and conditions required by this Agreement required to be performed or complied with by Seller before prior to or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this AgreementDate. d. The SPA (d) Onsite shall have not been terminated performed and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller complied with all agreements and Buyer to consummate the transactions contemplated conditions required by this Agreement are subject to each of be performed or complied with prior to or at the following condition: Closing Date. (e) Effective as of the Closing Date, there WBS's director(s) shall not be any claim or judgment of any nature or type threatenedhave resigned from the board and appointed new director(s), pending or made as nominated by or before any governmental authority that questions or challenges the lawfulness letter from Onsite's Chief Executive Officer. (f) The Stock Subscription Agreement, and related agreements, between Onsite and Westar Capital shall have closed. (g) Effective as of the transactions contemplated Closing Date, WBS's officer(s) shall have resigned from such positions. (h) The Transition Agreement, attached hereto as Exhibit E, between Onsite and Western Resources, Inc. shall have been executed and delivered. (i) The Separation Plan attached hereto as Exhibit F (the "Separation Plan") shall have been adopted by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsOnsite.

Conditions Precedent to Closing. 7.1 The obligations of Seller 4.01 Seller's obligation under this Agreement to consummate the transactions transaction contemplated by this Agreement are herein is subject to the fulfillment of each of the following conditions:. a. (a) The representations and warranties made by Buyer in this Agreement of Purchasers contained herein shall be true true, accurate and correct in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be except to the extent they expressly relate only to an earlier date. (b) All consents and approvals of governmental authorities and parties to agreements to which any claim Purchaser is a party or judgment of by which any nature or type threatened, pending or made asset owned by or before any governmental authority a Purchaser is bound that questions or challenges are required with respect to the lawfulness consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to Seller at or prior to the Closing. (c) On or prior to the Closing Date, (i) no Purchaser shall have applied for or consented to the appointment of a receiver, trustee or liquidator for himself or any of his assets unless the same shall have been discharged prior to the 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, (ii) no Purchaser shall have admitted in writing an inability to pay his debts as they mature, (iii) no Purchaser shall have made a general assignment for the benefit of creditors, (iv) no Purchaser shall have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (v) no Purchaser shall 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 him in any proceeding under any such law or regulation statute, or seeks had any petition filed against him in any proceeding under any such law or statute unless the same shall have been dismissed, canceled or terminated prior to delaythe Closing Date. (d) This Agreement shall not have been terminated, restrain if expressly permitted herein. (e) The closing of title (the "Group A Closing") under and pursuant to that certain Purchase and Sale Agreement (the "Group A Agreement") dated April 28, 2000, by and among Xxxxxx Park Associates, LLC, North Shore Triangle, LLC, Philips Yonkers, LLC, Xxxxxxx Xxxxx, LLC, Philips Shopping Center Fund, L.P. and Philips Xxxx Xxxx Associates, L.P., collectively as seller, and Kimco Income Operating Partnership, L.P., as purchaser, for each Property or prevent Ground Lease (each as defined in the Group A Agreement) shall have occurred or shall have been excluded or postponed pursuant to the terms of the Group A Agreement. (f) All of the material conditions to and under the Group B Agreement required to have been satisfied as of immediately before the sale described in Section 1 above shall have been satisfied or waived. For the purposes of this Agreement, the "Group B Agreement" shall mean that certain Asset Contribution, Purchase and Sale Agreement dated April 28, 2000 (as amended), by and among Operating Partnership, Philips International Realty Corp. ("Philips Corp."), Certain Affiliated Parties Signatory Thereto, KIR Acquisition, LLC, and Kimco Income Operating Partnership, L.P. 4.02 Each Purchaser's obligation under this Agreement to consummate the transaction contemplated herein is subject to the fulfillment of each of the following conditions. (a) The representations and warranties of Seller contained herein 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. (b) All consents and approvals of governmental authorities and parties to agreements to which Seller is a party or by which any asset of Seller is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to such transactionsPurchaser at or prior to the Closing. (c) On or prior to Closing Date, (i) Seller 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 discharged prior to the 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, (ii) Seller shall not have admitted in writing an inability to pay its debts as they mature, (iii) Seller shall not have made a general assignment for the benefit of creditors, (iv) Seller shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to itself, (v) Seller 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 statute, or had any petition filed against it in any proceeding under any of such law or statute unless the same shall have been dismissed, canceled or terminated prior to the Closing Date. (d) This Agreement shall not have been terminated, if expressly permitted herein. (e) The Group A Closing under and pursuant to the Group A Agreement for each Property or Ground Lease (each as defined in the Group A Agreement) shall have occurred or shall have been excluded or postponed pursuant to the terms of the Group A Agreement. (f) All of the material conditions to and under the Group B Agreement required to have been satisfied as of immediately before the sale described in Section 1 above shall have been satisfied or waived.

Conditions Precedent to Closing. 7.1 (a) The obligations of Seller to consummate the transactions contemplated by Buyer under this Agreement are subject to each the fulfillment on or before the Closing Date (and with respect to items that require review by Buyer, sufficiently in advance of Closing to allow Buyer reasonable opportunity to review) of the following conditionsconditions precedent, any one or more of which conditions may, at the option of Buyer, be waived in writing by Buyer: a. (i) The Property shall be in substantially the same condition as it was in on the Effective Date, ordinary wear and tear excepted. (ii) The execution by Seller (and all other required parties) and delivery of all documents required under Section 8 hereof. (iii) Buyer shall have received estoppel certificates from Tenants leasing 85% or more of the square footage of the Improvements that is actually leased pursuant to the Leases and all tenants leasing more than 10,000 square feet, such estoppel certificates to be substantially in the form of Exhibit B attached hereto (unless the form or substance of an estoppel certificate is otherwise provided in the corresponding Lease and the applicable tenant requests that its form be utilized), or otherwise reasonably acceptable to Buyer and each of which estoppel certificates shall be from a tenant not in bankruptcy and shall contain a certification that to the knowledge of such tenant, that neither such tenant nor the landlord is in default under the Lease, and that no offsets against rent are claimed, and such estoppel certificate shall further confirm that the terms and provisions of the applicable Lease are as set forth in such Lease. Buyer shall also have received (x) an estoppel certificate from each property owner’s association of which any Property is subject, the form of which shall be reasonably satisfactory to Buyer and (y) an estoppel certificate from Seller (also in the form of Exhibit B attached hereto) for each lease for which Buyer did not receive an estoppel certificate from the tenant (the parties hereto agreeing that all statements in all estoppel certificates from Seller shall be made to Seller’s Knowledge). (iv) All representations and warranties made by Buyer of Seller contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date. (v) Seller and Buyer shall have obtained the Approvals (subject to the rights and elections of the parties pursuant to Section 3(b) and Section 5(d) hereof). (b) Unless due to a cause within Seller’s reasonable control, there a failure of any of the conditions precedent set forth above shall not be any claim or judgment of any nature or type threatened, pending or made constitute a default hereunder by or before any governmental authority that questions or challenges the lawfulness Seller but shall entitle Buyer to terminate this Agreement and receive a refund of the transactions contemplated by Xxxxxxx Money and upon any such termination, neither party hereto shall have any liability to the other except for provisions which expressly survive the termination of this Agreement under any law Agreement. Buyer agrees that a failure to obtain estoppels or regulation a casualty or seeks to delay, restrain condemnation not resulting from the intentional or prevent such transactionswillful acts of Seller examples of events or acts not within Seller’s reasonable control.

Conditions Precedent to Closing. 7.1 The (a) Purchaser's obligations of Seller to consummate the transactions contemplated by close title under this Agreement are on the Closing Date shall be subject to each the satisfaction or existence of the following conditionsconditions precedent on or prior to the Closing Date: a. The (i) all of the Seller's representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties if they were made on that date; provided, however, that Purchaser shall be obligated to consummate the Closing without any adjustment in the Purchase Price if Loss Events shall have occurred and as the aggregate amount of the ClosingMaterial Losses resulting therefrom is equal to or less than the Material Loss Threshold. If any Loss Events shall have occurred and the aggregate amount of the Material Losses resulting therefrom exceeds the Material Loss Threshold, Purchaser shall have the option to (a) terminate this Agreement and demand the return of the Deposit (unless Seller shall agree to grant Purchaser a credit against the Purchase Price in an amount equal to the difference between the Material Loss Threshold and the aggregate amount of all Material Losses, in which case Purchaser may not terminate this Agreement; provided that Purchaser shall have no obligation to close if such credit is in an amount in excess of $1,000,000), or (b) recover such Material Loss from Seller at Closing by means of an adjustment or credit to the Purchase Price; provided, however, that Purchaser's credit on account of Material Losses determined prior to Closing shall not exceed $1,000,000 pursuant to this clause (b) unless Seller expressly agrees to a credit exceeding $1,000,000. Notwithstanding the foregoing, if Purchaser claims a credit against the Purchase Price of more than $1,000,000, on account of Material Losses Seller shall have received from Buyer the right to terminate this Agreement, the Deposit shall be returned to Purchaser and thereafter neither party shall have any obligation to the other except with respect to those provisions expressly stated to survive the termination of this Agreement and except that Seller shall reimburse Purchaser for a portion of its expenses actually incurred in connection with this transaction up to a maximum amount of $25,000. In the event that there is a dispute at Closing as to whether a satisfactory certificate Material Loss has occurred, the Closing shall occur without adjustment regarding same, provided, however, that a portion of the Purchase Price equal to the disputed amount (but in no event more than $1,000,000) shall be held in escrow by the Escrow Agent pending resolution of the dispute and in the event that a Material Loss shall be determined post-closing to have occurred, the amount held in escrow shall be disbursed to Purchaser in accordance with Section 10.26 of this Agreement to the extent of the Material Loss as finally determined and the balance, if any, shall be returned to Seller. Notwithstanding the foregoing, if the amount of the credit claimed by Purchaser on account of Material Losses exceeds $1,000,000 and there is a dispute at Closing as to the amount of such Material Losses, Purchaser may elect either (x) to terminate this Agreement and receive a return of the Deposit or (ii) require Seller to escrow $1,000,000 as provided above pending resolution of the dispute in which case Purchaser shall not be entitled to a recovery or credit in excess of $1,000,000 with respect to such effect signed by disputed Material Losses claim for which an authorized officer of Buyerescrow is created at Closing under the immediately preceding sentence. b. Buyer (ii) the Seller shall have performed and complied in all material respects with all provisions obligations and agreements undertaken by it herein to be performed (including, without limitation Section 11 of this Agreement Agreement) and shall have delivered all documentation required to be performed delivered by Seller hereunder at or complied with by Buyer before or at Closingprior to the Closing Date; (iii) the Title Insurer shall be ready, willing and able to insure title subject only to the Permitted Encumbrances. (iv) the aggregate amount of claims under Material Property Litigations shall be less than the Material Litigation Threshold. Seller If, on the Closing Date, there are Material Property Litigations which involve claims that exceed the Material Litigation Threshold, Purchaser shall have received from Buyer at the right to terminate this Agreement and receive the return of the Deposit. (v) The aggregate amount of any Material Adverse Changes shall be less than the MAC Threshold. If, on the Closing a satisfactory certificate to such effectDate, signed by an authorized officer of Buyer. c. Buyer Material Adverse Changes shall have executed occurred which exceed the MAC Threshold, Purchaser shall have the right to terminate this Agreement and delivered receive the return of the Deposit. Except as expressly set forth herein to Seller at the contrary, in the event that any of the conditions to Purchaser's obligations to close title under this Agreement are not satisfied on the Closing each Date, Purchaser may (but shall have no obligation to), in its sole discretion, adjourn the Closing for a period not to exceed two (2) months, during which period Seller will use commercially reasonable efforts to satisfy such conditions precedent, or terminate this Agreement in which case Purchaser may recover the Deposit and this Agreement shall be of no further force and effect except with respect to those provisions expressly stated to survive the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by termination of this Agreement. d. Buyer shall have paid or made provisions acceptable (b) The Seller's obligations to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, close title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are on the Closing Date shall be subject to each the satisfaction of the following conditionsconditions precedent on the Closing Date: a. The (i) all of Purchaser's representations and warranties made by Seller in this Agreement shall be true and correct in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date as if they were made on that date; and (ii) Purchaser shall have performed all material obligations and agreements undertaken by it herein to be performed at or prior to the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The obligations initial disbursement of Seller to consummate the transactions contemplated by this Agreement are Loans shall be subject to each of the following conditionsconditions precedent, provided, however, that if the Lender elects to make such initial disbursement prior to all of such conditions precedent being satisfied, the Borrowers agree that they shall cause all such conditions to be satisfied within 30 days after such disbursement: a. (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Lender. (b) No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties made by Buyer in this Agreement contained herein shall be true and correct at the Closing Date. (d) All legal matters incident to the Loans shall be satisfactory to counsel for the Lender, and the Borrowers agree to execute and deliver to the Lender such additional documents and certificates relating to the Loans as the Lender reasonably may request. (e) Financing statements in form and substance satisfactory to the Lender shall have been properly filed in each office where necessary to perfect the Lender's security interest in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all material respects when made and on and as or any portion of the Closing Collateral and all taxes and fees with respect to such recording and filing shall have been paid by the Borrowers. (f) All Intellectual Property subject or entitled to United States copyright, patent or trademark protection, and such documents as though such representations are necessary to perfect the Lender's security interest therein, shall have been duly registered with the United States Patent and warranties were made on Trademarks Office or the Register of Copyrights, as applicable, and as of the Closing. Seller Lender shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyersearch report confirming that no Liens are recorded with respect thereto. b. Buyer (g) The Borrowers shall have performed delivered to the Lender (1) certified copies of evidence of all corporate actions taken by the Borrowers to authorize the execution and complied delivery of the Loan Documents, (2) certified copies of the article of incorporation, and bylaws of the Borrowers, (3) a certificate of incumbency for the officers of the Borrowers executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to the Closing Date, from the appropriate state official of any state in all material respects with all provisions of this Agreement required which the Borrowers are incorporated or qualified to be performed do business, and (5) such additional supporting documents as the Lender or complied with by Buyer before or at Closing. Seller counsel for the Lender reasonably may request. (h) The Lender shall have received (1) a Borrowing Base Certificate, (2) an Aging, and (3) a report setting forth the status of all contracts relating to Eligible Receivables from Buyer at the Closing a most recent fiscal month and shall be in form and substance satisfactory certificate to such effect, signed by an authorized officer of Buyerthe Lender. c. Buyer (i) The Lender shall have executed and delivered to Seller at the Closing each received a field examination report of the Buyer Documents Collateral in form and such additional documents as may be reasonably requested substance acceptable to it. (j) The Lender shall have received the written opinion of counsel to the Company, in form and substance satisfactory to the Lender. (k) The Lender shall have received financing statement, judgment and tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those permitted by Seller or the Title Company in order to consummate Agreement. (l) The Lender shall have received evidence that the transactions contemplated Borrowers have obtained the insurance required by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. (m) The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer Lender shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Sellerlandlord and mortgage waivers as it shall require. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer (n) The Lender shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer the audited financial statements of Sellerthe Company for its fiscal year ending on March 31, 1999. c. Seller (o) The Lender shall have received the Release Agreement, duly executed and delivered to Buyer at by the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this AgreementBorrowers. d. (p) The SPA Lender shall have not been terminated and Shareholders are not in default under received such merger documents evidencing the terms merger of Technology into the SPACompany as the Lender shall require. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The (A) Seller's obligations of Seller to consummate the transactions contemplated by this Agreement are under Section 1 hereof shall be subject to each the fulfillment to Seller's reasonable satisfaction prior to or at the Closing of the following conditions: a. (i) The following transactions shall have been consummated and deliveries shall have been made, in each case in a manner reasonably satisfactory to Seller: (a) Purchaser shall have paid to Seller the amount specified in Section 2. (b) Purchaser shall have duly made and delivered to Seller the Promissory Note. (c) Purchaser shall have duly executed and delivered to this Agreement, the Escrow Agreement, and the Pledge. Agreement and shall have delivered to the Escrow Agent ("Escrow Agent") the Pledged Shares (as defined in the Pledge Agreement) together with duly executed stock powers. (d) The Company shall have duly executed and delivered to Seller this Agreement, the Escrow Agreement and the Guarantee and shall have returned to Seller the Existing Promissory Note, marked and acknowledged by the Company to have been "paid in full." (e) Seller shall have received a certificate of an authorized officer of each of Purchaser and the Company, dated the Closing Date, certifying that the conditions specified in this Section 10(A) have been fulfilled. (ii) Seller shall have received an opinion reasonably satisfactory to Seller, dated the Closing Date, from counsel to the Purchaser and the Company, covering the sale of the Company Stock, and such other matters thereto and hereto as Seller shall reasonably require and otherwise in form and substance (including any limitations and qualifications) reasonably satisfactory to Seller and its counsel. (iii) All proceedings and documents in connection with or incidental to the sale of the company Stock shall be reasonably satisfactory to Seller and Seller's counsel, and Seller and Seller's counsel shall have received all such counterpart originals or copies of such documents as it or they may reasonably request. (iv) The representations and warranties made by Buyer each of Purchaser and the Company herein and in this the Pledge Agreement and the Guaranty Agreement shall be true correct in all material respects when made and on at and as of the time of the Closing. (v) Each of Purchaser and the Company shall have, performed all of the agreements and complied with all conditions contained herein and in the Pledge Agreement and the Guaranty Agreement, in each case required Eo be performed or complied with by it prior to or at the Closing, and at the time of the closing no default under any of the foregoing shall exist. (B) Purchaser's obligations under Section 2 hereof shall be subject to the fulfillment to Purchaser's reasonable satisfaction prior to or at the Closing of the following conditions: (i) The following transactions shall have been consummated and deliveries shall have been made, in each case in a manner reasonably satisfactory to Purchaser: (a) Seller, in its role as though majority shareholder of Company, shall have taken all action reasonably proposed or requested by the Company, to convert all of Company's Class B, Non-Voting Shares into Class A, Voting Common Shares, on a one basis. (b) Seller shall have duly delivered to Purchaser the Company Stock together with duly executed stock powers. (c) Seller shall have duly executed and delivered to Purchaser this Agreement and the Pledge Agreement. (d) Seller shall have paid to the Company the amount set forth in Section 9 hereof. (e) Purchaser shall have received a certificate of an authorized officer of Seller, dated the Closing Date, certifying that the conditions specified in this Section 10(B) have been fulfilled. (ii) All proceedings and documents in connection with or incidental to the sale of the Company Stock shall be reasonably satisfactory to Purchaser and Purchaser's counsel, and Seller and Seller's counsel shall have received all such counterpart originals or copies of such documents as it or they may reasonably request. (iii) The representations and warranties were made on by Seller herein shall be correct in all material respects at and as of the time of the Closing. . (iv) Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer performed all of Buyer. b. Buyer shall have performed the agreements and complied in all material respects with all provisions of this Agreement conditions contained herein, in each case required to be performed or complied with by Buyer before it prior to or at the Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 A. Conditions to the Obligations of Each of the Parties. The obligations obligation of Seller each of the parties hereto to consummate the transactions contemplated by this Agreement are provided for herein is subject to the fulfillment on or prior to the Effective Time of each of the following conditions: a. 1. The representations shareholders of Franklin shall have duly approved the Merger and warranties made by Buyer in the plan of merger contained within this Agreement in accordance with and as required by law and in accordance with Franklin's Charter and Bylaws. 2. All necessary governmental and regulatory orders, consents, clearances and approvals and requirements shall have been secured and satisfied for the consummation of such transactions, including without limitation, those of the Federal Reserve System, the Ohio Division of Financial Institutions, the OCC and the Federal Deposit Insurance Corporation to the extent required and, in the case of Fifth Third's obligation, none of such orders, consents, clearances and approvals and requirements shall be true subject to a Burdensome Condition. 3. Any waiting period mandated by law in all material respects when made and on and as respect of the Closing as though such representations and warranties were made on and as final requisite approval by any applicable Regulatory Agency of the Closing. Seller transaction contemplated herein shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyerexpired. b. Buyer 4. No order or injunction of any federal or state agency or court shall have performed and complied be in all material respects with all provisions of this Agreement required to be performed effect preventing, prohibiting or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate enjoining the transactions contemplated by this Agreement. d. Buyer 5. Fifth Third shall have paid or made provisions acceptable registered its shares of Fifth Third Common Stock to Seller for be issued to the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory auditsFranklin shareholders hereunder with the SEC pursuant to the Securities Act, and other inspections performed in connection with all applicable state securities authorities. The registration statement with respect thereto shall have been declared effective by the transactions contemplated pursuant SEC and all applicable state securities authorities and no stop order shall have been issued and be continuing. The shares of Fifth Third Common Stock to this Agreementbe issued to the Franklin shareholders hereunder shall have been authorized for trading on the Nasdaq National Market upon official notice of issuance. e. B. Additional Conditions to the Obligations of Fifth Third and Fifth Third Financial. The SPA shall have not been terminated obligation of Fifth Third and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer Fifth Third Financial to consummate the transactions contemplated by this Agreement are provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the following conditionsadditional conditions unless waived by Fifth Third in a writing delivered to Franklin which specifically refers to the condition or conditions being waived: a. 1. The representations and warranties made by Seller in this Agreement of Franklin contained herein shall be true in all material respects when made and on and correct both as of the date of Closing as though this Agreement and (except to the extent such representations and warranties were made on and speak as of Closingan earlier date) as of the Closing Date. 2. Buyer Franklin shall have performed all of the obligations required of it under the terms of this Agreement in all material respects. 3. Fifth Third shall have received a certificate from Seller at Franklin, executed by its chief executive officer and chief financial officer, dated the Closing a satisfactory certificate Date, certifying to each of such effect signed by an authorized officer of Sellerofficers' best knowledge and belief that the conditions set forth in Section VI.B.1. and VI.B.2. have been satisfied. b. Seller 4. No investigation or action by any state or federal agency shall have performed been threatened in writing or instituted seeking to enjoin or prohibit or unwind the transactions contemplated hereby and complied in all material respects with all provisions of this Agreement required to be performed no governmental action or complied with by Seller before or at Closing. Buyer proceeding shall have received from Seller at been threatened or instituted before any court or governmental body or authority, seeking to enjoin or prohibit or unwind, the transactions contemplated hereby or seeking to impose material sanctions or penalties as a result thereof (other than investigations, actions and proceedings which have been withdrawn prior to the Closing without a satisfactory certificate to such effect signed by an authorized officer of SellerMaterial Adverse Effect on Fifth Third or Franklin, and other than regularly scheduled regulatory examinations). c. Seller 5. At or prior to the Effective Time, Fifth Third shall have entered into written employment, severance and/or non-competition agreements with each of (a) Gordon Inman, (b) Myers Jones, (c) Richard Herrington, (d) George J. Rxxx, Xx., xxd (e) Xxxx Mxxxxxve on xxxxx xxxxxxxxxxxx to Fixxx Xxxxx xxx xxxx of the forxxxxxx xxxxxxduals. (a) In consideration of the consummation of the Merger, each of the Directors of Franklin and Bank Subsidiary (except those persons who enter into an agreement as required by VI.B.5 above) shall receive a cash payment from Fifth Third in the amount of $5,000, and each Director of Franklin (except those persons who enter into an agreement as required by VI.B.5 above) shall have executed and delivered to Buyer Fifth Third an agreement by which such Directors shall agree for a period of three years after the Effective Time to refrain from directly or indirectly, whether for his or her own account or for the account of any other person, firm, corporation, or other business organization, (i) in the states of Kentucky or Tennessee, engage in providing Banking Services (as defined below) as an employee, officer, director, or consultant on behalf of any other business organization who is a competitor of Fifth Third, (ii) provide Banking Services to any Client (as defined below), (iii) make any statement or take any actions that may interfere with Fifth Third's or any Affiliate's business relationships with any Client, (iv) contact either directly or indirectly any Client or otherwise induce or attempt to induce any Client to enter into any business relationship with any person or firm other than Fifth Third or an Affiliate relating to Banking Services of any type, (v) endeavor or entice away from Franklin or Fifth Third any person who the Director has actual knowledge that such person is, or was at any time during the Closing each period the Director was employed by Franklin or Fifth Third or during the Restricted Period, employed by or associated with Fifth Third or Franklin as an executive, officer, employee, manager, salesperson, consultant, independent contractor, representative or other agent, or (vi) take any actions that may interfere with Fifth Third's property rights in lists of Clients or otherwise diminish the Seller Documents and value of such additional documents as may be reasonably requested by Buyer or lists to Fifth Third. Notwithstanding any provision contained in this Section 6, the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there restrictions contained herein shall not be applicable to any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness activity of the transactions contemplated by Director or any activity of his or her spouse which existed at the time of this Agreement under and which was disclosed by the Director to Fifth Third, and may be waived by Fifth Third with respect to one or more Directors in writing at any law or regulation or seeks time and from time to delay, restrain or prevent such transactionstime in Fifth Third's sole discretion after receipt of a written request from any Director. (b) The term "Restricted Period" shall mean the period beginning on the Effective Time and ending three years thereafter.

Conditions Precedent to Closing. 7.1 The (A) Seller’s obligations of Seller to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. i. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. ii. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer iii. Xxxxx shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The (B) Buyer’s obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. i. The representations and warranties made by Seller in this Agreement shall be true in all material materials respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. ii. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. iii. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company Xxxxx in order to consummate the transactions contemplated by this Agreement. d. iv. The SPA Title Company shall have not been terminated be ready, willing, and Shareholders are not able to issue an ALTA Extended Owner’s Policy with coverage in default under the terms amount of the SPAPurchase Price allocated to the Real Property, showing fee title to the Real Property subject only to the Exceptions approved by Xxxxx. 7.3 The obligations v. No action, suit, or proceeding before any court or any governmental body or authority that would in any way affect the Assets or the ability of each of Seller and Buyer the parties to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of shall have been instituted or threatened on or before the Closing Date. vi. The Assets shall be in substantially the same condition on the Closing Date as on the Execution Date, and there shall not be any claim no material loss or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges damage to the lawfulness of property prior to the Closing. vii. The transactions contemplated under the Affiliate PSA have been consummated. viii. The Contingencies shall have been satisfied or waived by this Agreement Buyer on or prior to Closing. ix. Seller shall have timely complied with all requirements of a transferor under any law or regulation or seeks applicable laws relating to delay, restrain or prevent bulk transfers and have provided written evidence of such transactionscompliance to Buyer at least ten (10) days prior to Closing.

Conditions Precedent to Closing. 7.1 (a) Conditions Precedent to the Obligation of the Purchaser to Close. The obligations of the Purchaser to consummate the transactions provided for in this Agreement is subject to the satisfaction at or before the Closing Date of each of the following conditions precedent: (i) Execution and delivery by Seller to Purchaser of the Xxxx of Sale and such other assignments and documents of transfer as counsel for Purchaser may reasonably require to effect the transactions contemplated by this Agreement; (ii) Execution and delivery by Seller to Purchase of the Letter of Understanding attached as Exhibit B to this Agreement; (iii) The representations and warranties of the Seller contained in this Agreement shall be true and correct as of the Closing Date; and As of January 1, 2006 (iv) There shall have occurred no material casualty or impairment to the Acquired Assets after December 31, 2005. (b) Conditions Precedent to the Obligations of the Seller to Close. The obligations of the Seller to consummate the transactions contemplated by provided for in this Agreement are is subject to each the following conditions precedent: (i) The Purchaser shall have paid the Purchase Price including execution and delivery of the following conditions:Warrants to the Seller; a. (ii) The representations and warranties made by Buyer of the Purchaser contained in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made ; (iii) Execution and delivery by or before any governmental authority that questions or challenges the lawfulness Purchaser to the Seller of the transactions contemplated by Assumption contained in Exhibit B to this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsAgreement; and (iv) Termination of the Sublease between Purchaser and Seller.

Conditions Precedent to Closing. 7.1 The obligations of Seller Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. conditions being met: The representations and warranties made by of Buyer contained in this Agreement shall be true and correct in all material respects when as of the date of this Agreement and shall be deemed to have been made again as of the time of Closing, and shall as of the Closing be true and correct in all material respects. Buyer shall have performed and complied with all its obligations hereunder. All organizational actions of Buyer necessary to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by Buyer. No litigation, administrative proceeding, suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement. Buyer shall have received all consents, actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby, in form and substance reasonably satisfactory to Seller. Buyer shall have furnished Seller a certificate of an officer of Buyer certifying that: the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on at and as of the Closing. Seller shall have received from such time; and Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. Buyer shall have has performed and complied in all material respects with all provisions of its agreements and covenants required by this Agreement required to be performed or complied with by Buyer before or at it prior to Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered delivered, or caused to be delivered, to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company Closing, all closing deliveries described in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer Section 4.02. Buyer’s obligation to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. conditions being met: All necessary filings for the sale of the Assets shall have been made, and all necessary consents and approvals required under existing contracts or agreements and any applicable laws, rules or regulations shall have been received. The representations and warranties made by of Seller contained in this Agreement shall be true and correct in all material respects when made and on and as of the date of Closing as though such representations this Agreement and warranties were shall be deemed to have been made on and again as of the time of Closing, and shall as of the Closing be true and correct in all material respects. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions its obligations hereunder. No litigation, administrative proceeding, suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA . Seller shall have not been terminated received all consents, actions, proceedings, instruments and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer documents required to consummate carry out the transactions contemplated by hereby, in form and substance reasonably satisfactory to Buyer. Seller shall have furnished Buyer a certificate of an officer of Seller certifying that: the representations and warranties of Seller contained in this Agreement are subject to each of the following condition: true and correct in all material respects on and as of the Closing Date, there shall not be any claim or judgment Date with the same force and effect as though made at and as of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness such time; and Seller has performed in all material respects all of the transactions contemplated its agreements and covenants required by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsbe performed by it prior to Closing.

Conditions Precedent to Closing. 7.1 The (A) Seller’s obligations of Seller to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. i. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyer. b. ii. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer iii. Bxxxx shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The (B) Buyer’s obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. i. The representations and warranties made by Seller in this Agreement shall be true in all material materials respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. ii. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. iii. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company Bxxxx in order to consummate the transactions contemplated by this Agreement. d. iv. The SPA Title Company shall have not been terminated be ready, willing, and Shareholders are not able to issue an ALTA Extended Owner’s Policy with coverage in default under the terms amount of the SPAPurchase Price allocated to the Real Property, showing fee title to the Real Property subject only to the Exceptions approved by Bxxxx. 7.3 The obligations v. No action, suit, or proceeding before any court or any governmental body or authority that would in any way affect the Assets or the ability of each of Seller and Buyer the parties to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of shall have been instituted or threatened on or before the Closing Date. vi. The Assets shall be in substantially the same condition on the Closing Date as on the Execution Date, and there shall not be any claim no material loss or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges damage to the lawfulness of property prior to the Closing. vii. The transactions contemplated under the Affiliate PSA have been consummated. viii. The Contingencies shall have been satisfied or waived by this Agreement Buyer on or prior to Closing. ix. Seller shall have timely complied with all requirements of a transferor under any law or regulation or seeks applicable laws relating to delay, restrain or prevent bulk transfers and have provided written evidence of such transactionscompliance to Buyer at least ten (10) days prior to Closing.

Conditions Precedent to Closing. 7.1 The All obligations of Seller to consummate the transactions contemplated by Onsite and WBS under this Agreement are subject to the fulfillment, prior to or at the Closing Date, of all conditions herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 3.2 and 3.3 herein, and fulfillment, prior to the Closing Date, of each of the following conditions: a. The representations (a) WBS's, Westar Energy's, and Onsite's representations, warranties made by Buyer and covenants contained in this Agreement shall be true in all material respects when made and on and as at the time of the Closing Date as though such representations representations, warranties and warranties covenants were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer of Buyertime. b. Buyer (b) WBS shall have performed and complied in all material respects with all provisions of agreements and conditions required by this Agreement required to be performed or complied with by Buyer before prior to or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of BuyerDate. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller (c) Westar Energy shall have performed and complied in all material respects with all provisions of agreements and conditions required by this Agreement required to be performed or complied with by Seller before prior to or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this AgreementDate. d. The SPA (d) Onsite shall have not been terminated performed and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller complied with all agreements and Buyer to consummate the transactions contemplated conditions required by this Agreement are subject to each of be performed or complied with prior to or at the following condition: Closing Date. (e) Effective as of the Closing Date, there WBS's director(s) shall not be any claim or judgment of any nature or type threatenedhave resigned from the board and appointed new director(s), pending or made as nominated by or before any governmental authority that questions or challenges the lawfulness letter from Onsite's Chief Executive Officer. (f) The Stock Subscription Agreement, and related agreements, between Onsite and Westar Capital shall have closed. (g) Effective as of the transactions contemplated Closing Date, WBS's officer(s) shall have resigned from such positions. (h) The Transition Agreement, attached hereto as Exhibit E, between Onsite and Western Resources, Inc. shall have been executed and delivered. (i) The Separation Plan attached hereto as Exhibit F (the "Separation Plan") shall have been adopted by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactionsOnsite.

Conditions Precedent to Closing. 7.1 The obligations of Seller (a) Preconditions To Purchaser's Closing. Purchaser's obligation to consummate the transactions contemplated by this Agreement are herein shall be subject to the following conditions precedent, each of the following conditions: a. The representations and warranties made by Buyer which must be fulfilled or waived in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller shall have received from Buyer at Closing a satisfactory certificate writing prior to such effect signed by an authorized officer of Buyer. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closing. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order Purchaser being obligated to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each herein. If any of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders conditions precedent are not fulfilled on or before August 31, 2011, or if Purchaser, in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each Purchaser's sole discretion, determines that any of the following condition: conditions precedent are not capable of being fulfilled on or before August 31, 2011, then Purchaser may terminate this Agreement without any liability to the Shareholder or Seller or any other party: i) Due Diligence Review. Purchaser's due diligence review of Seller, the Assets, the Leases, the Contracts, the Business and the Assumed Liabilities must be satisfactory to Purchaser, in Purchaser's sole discretion. ii) Conduct of Business and Absence of Certain Changes. Since June 30, 2011, except as set forth on Schedule 8(a)(ii), there has not been any material adverse change in the Business, the Assets, the Assumed Liabilities or Seller's operations not applicable to businesses in the industry of the Closing DateBusiness generally. Without limiting the generality of the foregoing, there shall has not be been, since June 30, 2011: (A) any claim increase made or judgment promised in the compensation or other remuneration or rates thereof payable, or to become payable, by Seller to any employee of the Business, or any material change in any of the terms and conditions of employment of any nature of the employees of the Business; (B) any sale or type threatenedtransfer of any Asset other than in the ordinary course of business; (C) any sale, pending license, assignment or other transfer by Seller of any of the Intellectual Property; (D) any amendment to, or termination of, any Contract or Lease, except for terminations of Contracts and Leases that expire in accordance with the terms thereof; (E) any commitment made by Seller, through negotiations or before otherwise, or any governmental authority that questions liability incurred, to any labor organization with regard to any of Seller's employees; (F) any discharge or challenges satisfaction of any obligation or liability (whether accrued, absolute, fixed or contingent), other than those discharged or satisfied in the lawfulness ordinary course of business consistent with past practice and without accelerations; (G) the adoption or institution of any new bonus, profit-sharing, pension plan, Benefit Plan or similar arrangement or any changes in any such existing plans; (H) any incurrence (whether discharged or not) of any obligation or liability (whether accrued, absolute, fixed or contingent), other than current liabilities incurred, and obligations entered into, in the ordinary course of business consistent with past practices; (I) any material loss, damage or destruction to any of the transactions contemplated Assets, whether or not covered by this Agreement under insurance; (J) any law other event or regulation condition of any character which materially and adversely affects or seeks threatens to delayso affect Seller's financial condition, restrain results of operations, business or prevent such transactionsprospects; (K) any change in accounting principles or practices from those utilized in the preparation of Seller's Financial Statements, except for changes in accounting principles imposed by the accounting profession generally on businesses in Seller's industry generally; and (L) any transaction relating to the Business entered into by Seller other than in the ordinary course of business consistent with past practice.

Conditions Precedent to Closing. 7.1 The obligations of Seller to consummate Borrower must fulfill the transactions contemplated by this Agreement are subject to each following conditions precedent before or concurrently with the closing of the following conditionsLoan: a. A. The representations and warranties made by Buyer in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of the Closing. Seller Lender shall have received from Buyer at Closing a all duly executed documentation which governs, secures and/or evidences the Loan as may be required by, and upon terms and conditions fully satisfactory certificate to such effect signed by an authorized officer of Buyerto, the Lender and its legal counsel (collectively, the "Financing Agreements"). Said Financing Agreements include, without limitation, the following: 1. This Agreement. b. Buyer shall have performed 2. Note drawn to the Lender's order in the form of Exhibit A attached hereto. 3. Security Agreement (the "Security Agreement") covering all business assets of the Borrower. 4. UCC-1 Financing Statements for each jurisdiction that may be necessary or that the Lender deems desirable in order to perfect and complied protect the security interests granted under the Security Agreement. 5. UCC-3 Termination Statements for each jurisdiction that may be necessary or that the Lender may deem desirable in order to terminate the liens and security interests in favor of any creditors. 6. Certified copies of all material respects with all provisions corporate action (in form and substance satisfactory to the Lender) taken by the Borrower to authorize the execution, delivery and performance of this Agreement required Agreement, the Note and the other Financing Agreements, and the borrowings to be performed made hereunder or complied thereunder, together with by Buyer before such other papers as the Lender or at Closing. Seller its counsel may require. B. The Lender shall have received evidence satisfactory to it of hazard insurance for the benefit of the Lender regarding the business assets which are collateral for the Loan. Hazard policies regarding business assets must name the Lender as Loss Payee. Combined or blanket policies must name the Lender as Loss Payee. Copies of the mortgagee or loss payee endorsements shall have been provided to Lender. The insurance certificate must provide for ten (10) days notice to Lender prior to cancellation. If any business premises of the Borrower are located in a designated flood zone, federal flood insurance is required. Flood insurance premiums shall be current as of closing and escrowed by the Lender going forward. All such insurance shall be written by a company or companies acceptable to the Lender, and licensed to do business in Virginia. Such policies of insurance shall be satisfactory to the Lender as to form, substance and amount. All such policies shall be in an amount sufficient to prevent the Borrower from Buyer at the Closing becoming a satisfactory certificate to such effect, signed by an authorized officer of Buyerco-Insurer thereunder. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. C. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer Lender shall have received from Seller at Closing an opinion of counsel to the Borrower that the Borrower is duly organized, formed and/or incorporated, and in good standing under the laws of the state of incorporation or organization; have due corporate or membership and legal authority and power to borrow or guaranty in accordance with the Financing Agreements; that all Financing Agreements have been validly authorized, executed and delivered; and that the Financing Agreements, once delivered, recorded and filed, will be enforceable against the Borrower in accordance with the terms thereof, and that such Financing Agreements will not violate or be in conflict with or constitute a satisfactory certificate default under any other contractual or judicial obligations, or be in conflict with the organizational documents or any other agreement of Borrower; and that there are no outstanding or threatened litigation, contingent liabilities, administrative, or other proceedings, the outcome of which could materially and adversely affect the collateral, or the ability of the Borrower to such effect signed by an authorized officer of Sellerperform its obligations under the Financing Agreements. b. Seller D. Lender shall be in receipt of satisfactory evidence that all applicable taxes have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with been paid by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of SellerBorrower. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of the Closing Date, there shall not be any claim or judgment of any nature or type threatened, pending or made by or before any governmental authority that questions or challenges the lawfulness of the transactions contemplated by this Agreement under any law or regulation or seeks to delay, restrain or prevent such transactions.

Conditions Precedent to Closing. 7.1 The obligations a. In addition to any conditions provided in other provisions of Seller this Agreement, Purchaser’s obligation to consummate purchase the transactions contemplated by this Agreement are subject Property is and shall be conditioned on the following: i. That at no time prior to each the Closing shall any of the following conditions: a. The representations and warranties made have been done by Buyer in this Agreement shall be true in all material respects when made and on and as or against or with respect to Seller: (i) the commencement of a case under Title 11 of the Closing U.S. Code, as though such representations and warranties were made on and 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 Closing. Seller shall have received from Buyer at Closing a satisfactory certificate to such effect signed by an authorized officer benefit of Buyercreditors. b. Buyer shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Buyer before or at Closingii. Seller shall have received from Buyer at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Buyer. c. Buyer shall have executed and delivered to Seller at the Closing each of the Buyer Documents and such additional documents as may be reasonably requested by Seller or the Title Company in order to consummate the transactions contemplated by this Agreement. d. Buyer shall have paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to this Agreement. e. The SPA shall have not been terminated and LGWS is not in default under the terms of the SPA. 7.2 The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: a. The representations and warranties made by Seller in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. b. Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Buyer shall have received from Seller at Closing a satisfactory certificate to such effect signed by an authorized officer of Seller. c. Seller shall have executed and delivered to Buyer at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Buyer or the Title Company in order to consummate the transactions contemplated by this Agreement. d. The SPA shall have not been terminated and Shareholders are not in default under the terms of the SPA. 7.3 The obligations of each of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to each of the following condition: as of On the Closing Date, there shall not be any claim uncured Unpermitted Exception or judgment any violation of any nature law, ordinance, order or type threatened, pending or made requirement relating to the Property which is imposed in writing and delivered to Seller by or before any governmental authority that questions relating to the Property, which is not remedied by Seller. iii. If the transaction contemplated hereby shall require authorization or challenges the lawfulness approval of any governmental agency having jurisdiction, all such authorizations and approvals shall have been obtained and shall be in full force and effect on and as of the transactions contemplated 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. Seller shall deliver to Purchaser on the Closing Date an executed Certification as to Representations, Warranties, Covenants and Conditions in the form of Exhibit U attached hereof. v. All services required to be performed by Phoenix Renovation Corp. (“Phoenix”) under that certain Multi-Unit Repipe Contract (“Contract”) dated February 2, 2005 shall have been completed by the Closing Date and all amounts due Phoenix under the Contract shall have been paid for by Seller. b. If there is a failure of a condition precedent, Purchaser can either (i) waive such failure and close this transaction, or (ii) notify Seller within two (2) business days after Purchaser is aware of such failure that Purchaser has elected to terminate this Agreement under and obtain a return of the Xxxxxxx Money. In event of termination, except as may be specifically set forth elsewhere in this Agreement, neither party shall have any law or regulation or seeks further liability hereunder. c. If Purchaser elects not to delayclose because of an alleged failure of a condition precedent, restrain or prevent then Purchaser shall first deliver to Seller a written statement setting forth in detail such transactionsfailure.