Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, Buyer all of the items set forth in Section 4.2, ; (d) Buyer shall have received all Permits necessary or such items are otherwise satisfied as useful for the conduct of the ClosingBusiness (which Buyer shall use commercially reasonable efforts to timely obtain); and (de) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties Fundamental Representations of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified Seller contained herein shall be true and correct in all material respectsrespects (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein), at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respectseach case, on and as of such earlier date); the date hereof and Buyer shall have received a certificate signed by an authorized officer as of each Seller, dated the Closing DateDate (other than representations and warranties made as of a specified date, which shall be so true and correct as of the date specified). The representations and warranties, other than the Fundamental Representations, of Seller contained herein shall be true and correct, except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) has not had a Material Adverse Effect, in each case, on and as of the forgoing effect in his or her corporate date hereof and as of the Closing Date (not personal) capacity (it being acknowledged other than representations and agreed that warranties made as of a specified date, which shall be so true and correct as of the signatory to such certificate shall have no personal liability as a result of signing such certificatedate specified);. (b) Sellers shall Seller will have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them Seller prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (c) Sellers shall Seller will have delivered, or caused to be delivered, to Buyer, all Buyer copies of the items each deliverable set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and2.4(a). (d) From Since the date hereof through the Closing Dateof this Agreement, (i) there shall not have been no a Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectEffect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The Buyer’s obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer Buyer, in whole or in part to the extent permitted by applicable Lawpart): (a) The no event shall have occurred and no circumstance shall have arisen which, individually, or in the aggregate, has had or would reasonably be expected to cause a Material Adverse Effect from September 30, 2010 to the Closing Date; (b) each of the representations and warranties of Sellers set forth Seller and Seller Parent contained in Article 3 that are qualified by reference to materiality thresholds shall have been true and correct as of the date of this Agreement qualified as to materiality and shall be true and correct at and those as of the Closing Date (except with respect to such representations and warranties that address matters only as of a particular date, which shall be true and correct as of such particular date), and each of the representations and warranties of Seller and Seller Parent contained in Article 3 that are not so qualified shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects, respects at and as of the Closing, Closing Date (except with respect to the extent such representations and warranties expressly relate to an earlier date (in that address matters only as of a particular date, which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier particular date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (bc) Sellers Seller and Seller Parent shall have performed all obligations and complied with all covenants in all material respects with all obligations and agreements that are required in by the terms of this Agreement to be performed or complied with by them prior to on or before the Closing Date; (d) no investigation, and Buyer suit, action or other proceeding shall be threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or other relief in connection with this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby or that could reasonably be expected to have received a certificate signed Material Adverse Effect or impair the ability of the Parties to consummate the transactions contemplated hereby or thereby; (e) except for the Assumed Contracts that have expired by an authorized officer their terms, the Assumed Contracts shall be in effect as of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (cf) Sellers Seller or Seller Parent, as applicable, shall have deliveredterminated the employment of each of the Business Employees and shall have paid or satisfied all Liabilities arising in respect of such termination of employment other than the Liabilities expressly contemplated by clause “(ii)” of the definition of Assumed Liabilities with respect to the Continuing Employees; (g) All Required Consents set forth on Schedule 5.1(g) shall have been obtained and shall be in full force and effect; (h) The Business Employee matters set forth on Schedule 5.1(h) shall have been satisfied; (i) Seller or Seller Parent, or caused as applicable, shall have delivered to be delivered, to Buyer, Buyer all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing2.8(a); and (dj) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect consummated an offering and (ii) Sellers shall have delivered sale of shares of equity securities resulting in aggregate gross proceeds to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectnot less than $6,000,000.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, Buyer all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and; (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The all of the representations and warranties of Sellers PCC set forth in this Agreement qualified as or in any Exhibit, Schedule or document delivered pursuant hereto, without regard to any qualification or limitation with respect to materiality shall be true and correct and those not so qualified (whether by reference to "Material Adverse Effect" or otherwise), shall be true and correct in all material respects, respects as of the date hereof and at and as of the Closing, except to Closing Date with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case were made at and as of the Closing unless the aggregate failure of such representations and or warranties qualified as to materiality shall be true and correct and those does not so qualified shall have a Material Adverse Effect; provided that if a representation or warranty is expressly made only as of a specific date, it need only be true and correct in all material respects, on and respects as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed the PCC Closing Certificate required by an authorized officer Section 6.2(f) below dated as of each Seller, dated the Closing Date, Date executed by PCC to such effect; (b) all of the covenants and obligations that PCC is required to perform or to comply with pursuant to this Agreement at or prior to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Closing Date shall have no personal liability as a result of signing such certificate)been duly performed and complied with in all material respects; (c) Sellers all proceedings and actions, corporate or other, to be taken by PCC or the Asset Sale Companies in connection with the transactions contemplated by this Agreement and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, shall have deliveredbeen taken and shall be reasonably satisfactory in form and substance to Buyer and Buyer's counsel; (d) PCC shall have, and shall have caused the Asset Sale Companies to have, executed and delivered the Bills of Sale, the Assignment and Assumption Agreements and such other documents as may be necessary to convey to Buyer the Purchased Assets; (e) between the date of this Agreement and the Closing Date, there shall not have been a change, event or occurrence that, individually, or caused together with any other change, event or occurrence, has had or could reasonably be expected to be delivered, have a Material Adverse Effect; (f) Buyer shall have received an opinion of counsel to Buyer, all PCC addressed to Buyer substantially in the form of the items set forth in Section 4.2, or such items are otherwise satisfied as of the ClosingExhibit H; and (dg) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (received an executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as copy of the PCC Closing Date, to such effectCertificate.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate purchase the transactions contemplated by Ravenscroft Shares pursuant to this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of made by Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified Buyer shall be true and correct in all material respects, respects as of the date hereof and as of the time of the Closing with the same effect as though made again at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)time; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them Sellers prior to or at the Closing DateClosing; (c) there shall be no actions, suits or proceedings pending or, to Sellers' Knowledge, threatened against or affecting Sellers or any member of the Ravenscroft Group or any property of any member of the Ravenscroft in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (d) all notifications, consents, authorizations, approvals and clearances from the Board of Directors of Buyer and each Governmental Authority and any other Person required to be made or obtained, in connection with the transactions provided for in this Agreement shall have been made or obtained on terms satisfactory to Buyer; (e) all proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyer and its counsel, and Buyer shall have received a certificate signed by an authorized officer copies of each Seller, dated all such documents and other evidence as it or its counsel may reasonably request in order to establish the Closing Date, to consummation of such transactions and the forgoing effect taking of all proceedings in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)connection therewith; (cf) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From since the date hereof through the Closing Date, (i) of this Agreement there shall have been no Material Adverse Effect and to the Ravenscroft Group; and (iig) Sellers shall have delivered delivered, to Buyer, stock certificates representing the Ravenscroft Shares, accompanied by powers duly endorsed or executed in blank, and all other documents necessary to transfer to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as the Ravenscroft Shares free and clear of the Closing Date, to such effectany Lien.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Sellers the Selling Parties set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respectsrespects (except for representations or warranties qualified by a materiality, Seller Material Adverse Effect or Company Material Adverse Effect qualifier, which shall be true and correct to the extent provided in such representations and warranties), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers the Selling Parties shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers since the date hereof, there shall not have been or occurred any event, change, or occurrence that, individually or in the aggregate with any such other events, changes or occurrences, has had or which would reasonably be expected to have a Company Material Adverse Effect; (d) there shall not be in effect any order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) there shall not be in effect any stop order with respect to or suspension in trading of the Class B Units; (f) the Board of Managers of the Company shall have delivered, or caused to be delivered, to Buyer, all approved the transfer of the items set forth Subject Interests to Buyer (and any permitted assignee of Buyer) (i) as provided in the definition of “Outstanding” in the Company LLC Agreement and (ii) for purposes of Section 4.2, or such items are otherwise satisfied as 12.6 of the ClosingCompany LLC Agreement and Section 203 of the DGCL (the “Company Board Approval”); (g) a majority of the total votes cast on the Buyer Stockholder Proposal by holders of Buyer Voting Stock shall have approved the issuance of the shares of Buyer Common Stock constituting the Stock Consideration and the shares underlying the Warrant Consideration pursuant to this Agreement in accordance with NASDAQ Rule 5635 (the “Buyer Stockholder Approval”); and (dh) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed received the items listed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectSection 7.03.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate purchase the transactions contemplated by LAIF UP Offshore Shares pursuant to this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of Sellers set forth in this Agreement qualified as made by Seller to materiality shall be true and correct and those not so qualified Buyer shall be true and correct in all material respects, respects as of the date hereof and as of the time of the Closing with the same effect as though made again at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)time; (b) Sellers Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing DateClosing; (c) there shall be no actions, suits or proceedings pending or, to Seller's Knowledge, threatened against or affecting Seller or UP Offshore or any property of UP Offshore in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (d) all notifications, consents, authorizations, approvals and clearances from the Board of Directors of Buyer and each Governmental Authority and any other Person required to be made or obtained, in connection with the transactions provided for in this Agreement shall have been made or obtained on terms satisfactory to Buyer; (e) all proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyer and its counsel, and Buyer shall have received a certificate signed by an authorized officer copies of each Seller, dated all such documents and other evidence as it or its counsel may reasonably request in order to establish the Closing Date, to consummation of such transactions and the forgoing effect taking of all proceedings in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)connection therewith; (cf) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From since the date hereof through the Closing Date, (i) of this Agreement there shall have been no Material Adverse Effect and to UP Offshore; and (iig) Sellers Seller shall have delivered delivered, to Buyer, stock certificates representing the LAIF UP Offshore Shares, accompanied by powers duly endorsed or executed in blank, and all other documents necessary to transfer to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as the LAIF UP Offshore Shares free and clear of the Closing Date, to such effectany Lien.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Sellers the Selling Parties set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respectsrespects (except for representations or warranties qualified by a materiality, Seller Material Adverse Effect, CEPM Material Adverse Effect or Company Material Adverse Effect qualifier, which shall be true and correct to the extent provided in such representations and warranties), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers the Selling Parties shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers since the date hereof, there shall not have deliveredbeen or occurred any event, change, or caused occurrence that, individually or in the aggregate with any such other events, changes or occurrences, has had or which would reasonably be expected to have a CEPM Material Adverse Effect or Company Material Adverse Effect; (d) there shall not be deliveredin effect any order by a Governmental Authority of competent jurisdiction restraining, to Buyer, all enjoining or otherwise prohibiting the consummation of the items set forth transactions contemplated hereby; (e) there shall not be in Section 4.2, effect any stop order with respect to or such items are otherwise satisfied as suspension in trading of the ClosingClass B Units; and (df) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed received the items listed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectSection 8.03.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate enter into and complete the transactions contemplated by this Agreement is subject hereby are subject, at its option, to the fulfillment, fulfillment on or prior to the Closing Date, of each Date of the following conditions (conditions, any one or all more of which may be waived by Buyer it only in whole or in part to the extent permitted by applicable Law):writing: (a) The representations and warranties of Sellers set forth Seller contained in this Agreement Agreement, to the extent qualified as to by materiality or Material Adverse Effect, shall be true and correct and those and, to the extent not so qualified by materiality or Material Adverse Effect, shall be true and correct in all material respects, at in each case, on and as of the Closing, Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true to the extent qualified by materiality or Material Adverse Effect, and correct and those not so qualified shall be true and correct in all material respectsrespects to the extent not qualified by materiality or Material Adverse Effect, in each case, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (b) Sellers Seller and the Company shall have performed and complied in all material respects with all obligations covenants and agreements required in by this Agreement to be performed or complied with by either of them on or prior to the Closing Date, and . (c) Seller shall deliver to Buyer shall have received a closing certificate signed by an authorized executive officer of each the Company and Seller, dated the Closing Date, confirming the matters referred to in Sections 5.1(a) and 5.1(b). (d) There shall not be in effect any order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the forgoing effect in his or her corporate consummation of the transactions contemplated hereby. (not personale) capacity (it being acknowledged All Permits and agreed that approvals from any Governmental Authority required for the signatory to such certificate lawful consummation of the Closing and the continued operation of the Subject Business by Buyer after Closing shall have no personal liability as a result of signing such certificate);been obtained. (cf) Sellers shall have deliveredThe consents, or caused to be deliveredPermits, to Buyerwaivers, all of the items approvals and notices set forth in Section 4.2, 5.1(f) of the Seller Disclosure Schedule shall have been obtained. (g) All members of the Board of Directors and officers of the Company or any Subsidiary shall have tendered their resignations from such items are otherwise satisfied positions effective as of the Closing; andClosing Date. (dh) From Seller shall have procured a meeting of the date hereof through directors of the Closing DateCompany at which the directors: (A) appoint Buyer’s designee(s) as director(s) and, if applicable, company secretary; (B) accept the resignations of the existing directors and company secretary; (C) approves the transfer of the Shares to Buyer; and (D) if required, authorizes changes to the bank signatories. (i) there shall have been no Material Adverse Effect and (ii) Sellers Seller shall have delivered to Buyer a certificate all company registers and records. (j) Seller shall have delivered all such certified resolutions, certificates, documents or instruments with respect to the Company’s existence and authority as Buyer’s counsel may have reasonably requested prior to the Closing Date. (k) Xxx Xxxxxxxxx shall have entered into an employment agreement (the “Employment Agreement”) with Buyer, substantially in the form of Exhibit C attached hereto. (l) Seller and the Escrow Agent shall have executed in corporate or limited liability company capacity, without liability the Escrow Deed. (m) Buyer shall have obtained sufficient financing to Sellers’ signatory)consummate the acquisition of the Shares and the other transactions contemplated herein. (n) Seller shall deliver to Buyer the signed opinion of U.S. counsel to the Company, dated as of the Closing Date, substantially in the form of Exhibit D attached hereto. (o) Quest Resources Australia Pty Ltd and Quest Retail Technology Inc. (“Quest US”) shall have entered into a written lease agreement for the residential property currently used by Quest US in Denver, Colorado, which lease agreement shall be in form and substance reasonably satisfactory to such effectBuyer. (p) Seller shall deliver to Buyer the signed organizational documents for Quest US, which organizational documents shall be in form and substance reasonably satisfactory to Buyer. (q) Each of the existing directors of Quest US shall have delivered to Buyer signed Statements under Treasury Regulation § 1.897-2 and Notices under Treasury Regulation § 1.897-2(h)(2) in form and substance mutually satisfactory to the parties. (r) The domain names xxx.xxxxx.xxx.xx and xxx.xxxxxxxx.xxx shall have been registered in the name of the Company or a Subsidiary. (s) Seller shall have provided to Buyer resolutions of the applicable Board of Directors and confirmation from Paychex Business Solutions, Inc. (“Paychex”) that the Company or applicable Subsidiary has ceased or will cease participation in the Paychex 401(k) Plan effective no later than the day before the Closing Date. (t) Buyer shall have received written confirmation from an individual who has the authority to bind Paychex that Paychex will not terminate the Client Services Agreement dated July 5, 2007, as a result of the transaction described herein, and that Buyer could continue the PEO arrangement with Paychex on similar terms (other than with respect to participation in the Paychex 401(k) Plan) for a period of time after the Closing Date. (u) Each of Xxxxxxxxx Xxxxx and Xxxx Xxxxxxxxxx shall have signed the Company’s standard form of HR Policy acknowledgment. (v) The Company shall have adopted a written privacy policy that complies with Australian Law.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The all of the representations and warranties of Sellers PCC set forth in this Agreement qualified as or in any Exhibit, Schedule or document delivered pursuant hereto, without regard to any qualification or limitation with respect to materiality shall be true and correct and those not so qualified (whether by reference to "Material Adverse Effect" or otherwise), shall be true and correct in all material respects, respects as of the date hereof and at and as of the Closing, except to Closing Date with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case were made at and as of the Closing unless the aggregate failure of such representations and or warranties qualified as to materiality shall be true and correct and those does not so qualified shall have a Material Adverse Effect; provided that if a representation or warranty is expressly made only as of a specific date, it need only be true and correct in all material respects, on and respects as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed the PCC Closing Certificate required by an authorized officer Section 6.2(g) below dated as of each Seller, dated the Closing Date, Date executed by PCC to such effect; (b) all of the covenants and obligations that PCC is required to perform or to comply with pursuant to this Agreement at or prior to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Closing Date shall have no personal liability as a result of signing such certificate)been duly performed and complied with in all material respects; (c) Sellers all proceedings and actions, corporate or other, to be taken by PCC or the Asset Sale Companies in connection with the transactions contemplated by this Agreement and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, shall have deliveredbeen taken and shall be reasonably satisfactory in form and substance to Buyer and Buyer's counsel; (d) PCC shall have, and shall have caused the Asset Sale Companies to have, executed and delivered the Assignment and Assumption Agreements and such other documents as may be necessary to convey to Buyer the Purchased Assets; (e) between the date of this Agreement and the Closing Date, there shall not have been a change, event or occurrence that, individually, or caused together with any other change, event or occurrence, has had or could reasonably be expected to be delivered, have a Material Adverse Effect; (f) Buyer shall have received an opinion of counsel to Buyer, all PCC addressed to Buyer substantially in the form of the items set forth in Section 4.2, or such items are otherwise satisfied as of the ClosingExhibit E; and (dg) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (received an executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as copy of the PCC Closing Date, to such effectCertificate.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillmentsatisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The each of the representations and warranties of the Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified Article V shall be true and correct in all material respects, at respects as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date Closing Date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of or such earlier date); , and Buyer shall have received a certificate signed by an authorized officer of each Sellerthe Sellers on behalf of all the Sellers, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (b) the Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer Executive Officer of each Sellerthe Sellers on behalf of all Sellers, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) all required consents and all other consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, delivered, made or given and shall be in full force and effect, provided that Buyer may waive this requirement and Close on the Regulatory Approval Date, with certain Purchased Assets as Non-Transferred Assets under Section 2.5, in its sole discretion; (d) there shall not have occurred an event or failure to act causing a Material Adverse Change; (e) the Sellers shall have delivered, or caused to be delivered, to Buyer, Buyer all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and4.2(a); (df) From Buyer shall not have otherwise terminated this Agreement in accordance with the date hereof through terms of Section 12.1; (g) the Closing DateSale Order and Confirmation Order, (i) there as applicable, shall have been no Material Adverse Effect entered and (ii) Sellers shall not be subject to a appeal or a stay and the Bankruptcy Court shall have delivered provided such other relief as may be necessary or appropriate to allow the consummation of the transactions contemplated by this Agreement. The Confirmation Order shall be acceptable to Buyer a certificate (executed and shall contain terms and as requested by Buyer. The Sale Order and Confirmation Order, as applicable, shall have become final and non-appealable orders, unless this condition has been waived by Buyer in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.its sole discretion;

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The (i) the representations and warranties of the Sellers and Companies set forth in this Agreement qualified as to materiality (other than the Fundamental Representations and the representation and warranty set forth in clause (a) of Section 4.7 and clause (a) of Section 5.22) shall be true and correct at and those as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such date) (without giving effect to any materiality or Material Adverse Effect qualifications contained therein), except for such failures to be true and correct which, individually or in the aggregate, would not so qualified result in a Material Adverse Effect; and (ii) the Fundamental Representations (other than the representations and warranties set forth in Section 3.3, Section 4.3 and Section 5.4) shall be true and correct in all material respects, at and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly Fundamental Representations relate to an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified Fundamental Representations shall be true and correct in all material respects, on and as of such earlier date); and Buyer (iii) the representations and warranties set forth in Section 3.3, Section 4.3, clause (a) of Section 4.7, Section 5.4 and clause (a) of Section 5.22 shall have received a certificate signed by an authorized officer be true and correct in all respects, at and as of each Seller, dated the Closing Date as though made on the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) the Companies and the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by each of them on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Companies shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory)certificate, dated the Closing Date and signed by a senior executive officer of each Company, as to the fulfillment of the Closing Date, conditions set forth in Sections 8.1(a) and 8.1(b) with respect to such effectCompany; (d) the Seller Representative shall have delivered to Buyer a certificate, dated the Closing Date and signed by a senior executive officer of the Seller Representative, as to the fulfillment of the conditions set forth in Sections 8.1(a) and 8.1(b) with respect to the Sellers; (e) there shall not be in effect any Law or Order restraining, enjoining or otherwise prohibiting the consummation of the Transaction, and no Legal Proceeding by a Governmental Body shall be pending that seeks to restrain, enjoin or otherwise prohibit the consummation of the Transaction; and (f) the waiting period, together with any extensions thereof, applicable to the Transaction under the HSR Act and any other applicable Competition Law shall have expired or early termination shall have been granted.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions purchase of the Shares as contemplated by this Agreement herein is subject to the fulfillmentsatisfaction, on or waiver by Buyer, at or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The there shall have occurred no Material Adverse Effect; (b) the representations and warranties of Sellers set forth contained in this Agreement qualified as to materiality shall be true Article III and correct and those not so qualified Article IV shall be true and correct in all material respects, respects when made and at and as of the Closing, Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time except (i) to the extent such representations and warranties expressly relate to an speak as of a specified earlier date and (in which ii) as otherwise contemplated or permitted by this Agreement; (c) Sellers and/or the Company, as the case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct may be, shall, in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement complied with all covenants necessary to be performed or complied with by them prior to or it on or before the Closing Date; (d) Sellers, the Company and the Subsidiaries shall have obtained all of their respective Required Consents which do not contain any condition which would have a Material Adverse Effect; (e) any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired; (f) Buyer shall have received a certificate signed by an authorized officer of each individual Seller and a representative of each entity Seller, dated in a form satisfactory to counsel for Buyer, certifying fulfillment of the Closing Date, matters referred to the forgoing effect in his or her corporate Section 7.1 (not personala) capacity through (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificated); (cg) all proceedings, corporate or other, to be taken by Sellers and the Company in connection with the Transactions, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and Buyer's counsel, and Sellers and the Company shall have delivered, made available to Buyer for examination the originals or caused true and correct copies of all documents that Buyer may reasonably request relating to be delivered, to Buyer, all the Company or the Subsidiaries in connection with the Transactions; (h) the Escrow Agreement shall have been executed by the parties thereto; (i) Buyer shall have received the Opinion of Sellers' Counsel; (j) Buyer shall have received executed resignations of those directors of the items set forth Company who have been designated by Buyer; (k) Buyer shall have received a certificate of the Secretary or similar officer of each entity Seller in Section 4.2customary form; (l) if the Closing occurs prior to November 15, 2004, the Risk-Based Capital Ratio (as defined below) of the Company as of December 31, 2003 (based on the SAP Financial Statements as of and for the year ended December 31, 2003) and as of June 30, 2004 (based on the SAP Financial Statements as of and for the three months ended June 30, 2004) shall not have been less than 288%; or such items are otherwise satisfied if the Closing occurs on or after November 15, 2004, the Risk-Based Capital Ratio of the Company as of December 31, 2003 (based on the SAP Financial Statements as of and for the year ended December 31, 2003) and as of September 30, 2004 (based on the SAP Financial Statements as of and for the three months ended September 30, 2004) shall not have been less than 280%. "Risk-Based Capital Ratio" means the ratio determined by dividing (i) Total Consolidated Adjusted Capital of the Company (as defined in the SAP Financial Statements) by (ii) two times the Authorized Control-Level Capital of the Company (as defined in the SAP Financial Statements) as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.applicable date;

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation performance of the ============================================ obligations of the Buyer to consummate the transactions contemplated by under this Agreement is subject to the fulfillment, on or prior to the Closing Date, satisfaction of each of the following express conditions (precedent, provided that Buyer may, at its election, waive any or all of which may be waived by such conditions on the Closing Date, notwithstanding that such condition is not fulfilled on the Closing Date: 9.2.1 Seller shall have delivered to Buyer the Seller's Closing Documents as described in whole or in part to Section 10.1 below. 9.2.2 Each of the extent permitted by applicable Law): (a) The Seller's representations and warranties of Sellers set forth contained in this Agreement qualified as or in any Schedule, certificate, or document delivered pursuant to materiality shall be true and correct and those not so qualified the provisions -27- hereof, or in connection with the transactions contemplated hereby, shall be true and correct in all material respects, respects at and as of the Closing, except to Closing Date with the extent same force and effect as if each such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on representation or warranty were made at and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Sellertime, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory except with respect to such certificate shall have no personal liability changes as a result of signing such certificate);are contemplated or permitted by this Agreement. (b) Sellers 9.2.3 Seller shall have performed and complied in all material respects with all covenants, agreements and obligations and agreements required in by this Agreement to be performed or complied with by them it prior to the Closing Date, Date and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated be in full compliance therewith on the Closing Date, to . 9.2.4 Seller shall be the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all holder of the items set forth requisite Commission Authorizations and have good and marketable title to all other Assets described in Section 4.21.1 9.2.5 All outstanding mortgages, or such items are otherwise satisfied as of liens, security agreements, and other charges and encumbrances on the Closing; and (d) From the date hereof through the Closing DateAssets, (i) there shall have been no Material Adverse Effect discharged and (ii) Sellers satisfied, or arrangements made to discharge same at Closing. 9.2.6 Seller shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacityan inventory of the Tangible Personal property to be conveyed, without liability to Sellers’ signatory), dated current as of the Closing Date. There shall be no material changes between Schedule 1.1.3 and the inventory of Tangible Personal Property as of the Closing Date other than changes that have been agreed to and accepted by Buyer, in its reasonable discretion. 9.2.7 Seller shall have delivered to Buyer an opinion dated the Closing Date from counsel for Seller, in form and substance reasonably satisfactory to counsel for Buyer. 9.2.8 Seller shall have obtained all consents, approvals, and waivers of other persons or parties as may be required for the consummation of the transactions contemplated by this Agreement and such effectconsents shall contain terms no less favorable than now enjoyed by Seller, including consents to assign the Agreements listed in Schedules 1.1.2 and 1.1.4.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The all of the representations and warranties of Sellers PCC set forth in this Agreement qualified as or in any Exhibit, Schedule or document delivered pursuant hereto, without regard to any qualification or limitation with respect to materiality shall be true and correct and those not so qualified (whether by reference to "Material Adverse Effect" or otherwise), shall be true and correct in all material respects, respects as of the date hereof and at and as of the Closing, except to Closing Date with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case were made at and as of the Closing unless the aggregate failure of such representations and or warranties qualified as to materiality shall be true and correct and those does not so qualified shall have a Material Adverse Effect; provided that if a representation or warranty is expressly made only as of a specific date, it need only be true and correct in all material respects, on and respects as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed the PCC Closing Certificate required by an authorized officer Section 6.2(g) below dated as of each Seller, dated the Closing Date, Date executed by PCC to such effect; (b) all of the covenants and obligations that PCC is required to perform or to comply with pursuant to this Agreement at or prior to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Closing Date shall have no personal liability as a result of signing such certificate)been duly performed and complied with in all material respects; (c) Sellers all proceedings and actions, corporate or other, to be taken by PCC or the Asset Sale Companies in connection with the transactions contemplated by this Agreement and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, shall have deliveredbeen taken and shall be reasonably satisfactory in form and substance to Buyer and Buyer's counsel; (d) PCC shall have, and shall have caused the Asset Sale Companies to have, executed and delivered the Bills of Sale, the Assignment and Assumption Agreements, the Conveyance Deeds and such other documents as may be necessary to convey to Buyer the Purchased Assets; (e) between the date of this Agreement and the Closing Date, there shall not have been a change, event or occurrence that, individually, or caused together with any other change, event or occurrence, has had or could reasonably be expected to be delivered, have a Material Adverse Effect; (f) Buyer shall have received an opinion of counsel to Buyer, all PCC addressed to Buyer substantially in the form of the items set forth in Section 4.2, or such items are otherwise satisfied as of the ClosingExhibit H; and (dg) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (received an executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as copy of the PCC Closing Date, to such effectCertificate.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of the Buyer to consummate the transactions contemplated by under this Agreement is are subject to the fulfillment, on or prior to the Closing Date, satisfaction of each of the following express conditions precedent (provided that Buyer may, at its election, waive any or all of which may be waived by such conditions on the Closing Date, notwithstanding that such condition is not fulfilled) on the Closing Date: 9.2.1 Seller shall have delivered to Buyer the Seller's Closing Documents as described in whole or in part to Section 10.1 below. 9.2.2 Each of the extent permitted by applicable Law): (a) The Seller's representations and warranties of Sellers set forth contained in this Agreement qualified as or in any Schedule, certificate, or document delivered pursuant to materiality shall be true and correct and those not so qualified the provisions hereof, or in connection with the transactions contemplated hereby, shall be true and correct in all material respects, respects at and as of the Closing, except to Closing Date with the extent same force and effect as if each such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on representation or warranty were made at and as of such earlier date); and Buyer shall have received a certificate signed time, except in respect of such changes as are contemplated or permitted by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);this Agreement. (b) Sellers 9.2.3 Seller shall have performed and complied in all material respects with all covenants, agreements and obligations and agreements required in by this Agreement to be performed or complied with by them it prior to the Closing Date, Date and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated be in full compliance therewith on the Closing Date, to . 9.2.4 Seller shall be the forgoing effect holder of the Commission Authorizations and Other Authorizations listed in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Schedule 1.1.1. 9.2.5 Seller shall have taken all internal and other actions necessary to consummate this transaction. 9.2.6 There shall be no personal liability as a result material changes between Schedule 1.1.2 and the inventory of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated Tangible Personal Property as of the Closing DateDate other than changes permitted or contemplated herein or that have been agreed to and accepted by Buyer, in its reasonable discretion. 9.2.7 Any parties to any Material Contract as designated pursuant to Section 1.3 shall have consented to the assignment of Seller's rights on terms substantially similar to the terms enjoyed by Seller at the time of execution of this Agreement. 9.2.8 The Commission shall have granted its consent to the Assignment Application, and such consent shall be in full force and effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The all of the representations and warranties of Sellers PCC set forth in this Agreement qualified as or in any Exhibit, Schedule or document delivered pursuant hereto, without regard to any qualification or limitation with respect to materiality shall be true and correct and those not so qualified (whether by reference to "Material Adverse Effect" or otherwise), shall be true and correct in all material respects, respects as of the date hereof and at and as of the Closing, except to Closing Date with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case were made at and as of the Closing unless the aggregate failure of such representations and or warranties qualified as to materiality shall be true and correct and those does not so qualified shall have a Material Adverse Effect; provided that if a representation or warranty is expressly made only as of a specific date, it need only be true and correct in all material respects, on and respects as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed the PCC Closing Certificate required by an authorized officer Section 6.2(g) below dated as of each Seller, dated the Closing Date, Date executed by PCC to such effect; (b) all of the covenants and obligations that PCC is required to perform or to comply with pursuant to this Agreement at or prior to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Closing Date shall have no personal liability as a result of signing such certificate)been duly performed and complied with in all material respects; (c) Sellers all proceedings and actions, corporate or other, to be taken by PCC or the Asset Sale Companies in connection with the transactions contemplated by this Agreement and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, shall have deliveredbeen taken and shall be reasonably satisfactory in form and substance to Buyer and Buyer's counsel; (d) PCC shall have, and shall have caused the Asset Sale Companies to have, executed and delivered the Bills of Sale, the Assignment and Assumption Agreements and such other documents as may be necessary to convey to Buyer the Purchased Assets; (e) between the date of this Agreement and the Closing Date, there shall not have been a change, event or occurrence that, individually, or caused together with any other change, event or occurrence, has had or could reasonably be expected to be delivered, have a Material Adverse Effect; (f) Buyer shall have received an opinion of counsel to Buyer, all PCC addressed to Buyer substantially in the form of Exhibit J; (g) Buyer shall have received an executed copy of the items set forth in Section 4.2, or such items are otherwise satisfied as of the ClosingPCC Closing Certificate; and (dh) From the date hereof through the Closing Date, (i) there KPMG LLP shall have been no Material Adverse Effect and (ii) Sellers shall have delivered issued an unqualified audit opinion with respect to Buyer a certificate (executed in corporate or limited liability company capacity, without liability the Fiscal Year Financial Statements pursuant to Sellers’ signatory), dated as of the Closing Date, to such effectEngagement Letter.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Transaction is further subject to the fulfillmentsatisfaction or waiver, in writing, on or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):conditions: (a) The the representations and warranties of Sellers Seller (i) set forth in this Agreement qualified as to Section 3.1 (Organization), Section 3.2 (Authority), Section 3.20 (Brokers), Section 3.21(a) (Title) and Section 3.25 (Solvency), taking into account any materiality or “Material Adverse Effect” qualifications therein, shall be true and correct (x) in all respects (or if not qualified by materiality or Material Adverse Effect, then in all material respects) as of the date of this Agreement and those not so qualified (y) in all respects as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.17 (Environmental Matters), without taking into account any materiality or “Material Adverse Effect” qualifications therein, shall be true and correct in all material respects, at respects as of the date of this Agreement and as of the Closing, Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date) (such representations and warranties expressly relate described in clauses (i) and (ii), collectively, the “Fundamental Representations”) and (iii) set forth in this Agreement, and any other Transaction Agreement to an earlier the extent entered into by the parties hereto on or after the date (in which case such representations hereof and warranties qualified as prior to the Closing, other than the Fundamental Representations, without giving effect to any materiality or “Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the date of this Agreement and those not so qualified shall be true and correct in all material respects, as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date); , except in the case of this clause (iii), where such failures to be true and correct, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect of the type described in clause (a) of the definition thereof, and Buyer shall have received a certificate certificate, dated as of the Closing Date and signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (b) Sellers Seller shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required in by this Agreement and any other Transaction Agreement to the extent entered into by the parties hereto on or after the date hereof and prior to the Closing, to be performed or complied with by them Seller on or prior to the Closing Date, and Buyer shall have received a certificate certificate, dated as of the Closing Date and signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (c) Sellers Since the date of this Agreement, no Material Adverse Effect shall have deliveredoccurred and be continuing, nor shall there be any fact, state of facts, condition, occurrence, change, development, event, effect or circumstance which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) Buyer shall have received evidence satisfactory to Buyer of any consents or waivers reasonably required to permit consummation of the Transaction without any conflict with, violation of, breach of, default under, or caused to be deliveredright or termination, to Buyercancellation or acceleration under, all of the items set forth in Section 4.2ABL Credit Facility and the Term Loan Agreement (collectively, or such items are otherwise satisfied as of the Closing“Lenders’ Consents”); and (de) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Seller shall have delivered or cause to be delivered to Buyer a certificate (executed the closing deliveries as provided in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectSection 2.2.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The (i) the representations and warranties of Sellers Seller and the Company set forth in this Agreement qualified as to materiality (other than the Fundamental Representations and the representation and warranty set forth in clause (a) of Section 4.22) shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct on and those as of such date) (without giving effect to any materiality or Material Adverse Effect qualifications contained therein), except for such failures to be true and correct which, individually or in the aggregate, would not so qualified reasonably be expected to result in a Material Adverse Effect; and (ii) the Fundamental Representations and the representation and warranty set forth in clause (a) of Section 4.22 shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date (except to the extent such representations relate to an earlier date, in which case such representations shall be true and correct in all respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers the Company and Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by each of them on or prior to the Closing Date, and Buyer ; (c) the Company shall have received delivered to Buyer a certificate certificate, dated the Closing Date and signed by an authorized officer of each Sellerthe Company, as to the fulfillment of the conditions set forth in Section 7.1(a) and Section 7.1(b) with respect to the Company; (d) Seller shall have delivered to Buyer a certificate, dated the Closing DateDate and signed by an authorized officer of Seller, as to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all fulfillment of the items conditions set forth in Section 4.27.1(a) and Section 7.1(b) with respect to Seller; (e) Buyer shall have received the items required to be delivered by Buyer pursuant to Section 1.5; (f) there shall not be in effect any Law or Order restraining, enjoining or such items are otherwise satisfied as prohibiting the consummation of the Transaction; (g) the waiting period, together with any extensions thereof, applicable to the Transaction under the HSR Act shall have expired or early termination shall have been granted; (h) the Property Transaction shall have been consummated or closed into escrow contemporaneously with or prior to the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated occurred and be continuing as of immediately prior to the Closing Date, to such effectClosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate proceed with the transactions contemplated by this Agreement is Closing shall be subject to the fulfillmentsatisfaction, on or prior to the Closing Date, of each of the following conditions (precedent, any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The All representations and warranties of made by Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at respects on and as of the Closing, except to Closing Date with the extent same effect as if such representations and warranties expressly relate to an earlier date had been made on and as of the Closing Date (unless qualified by materiality in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified representation shall be true and correct in all material respects), on and as of except to the extent that any such representation or warranty by its terms relates to an earlier date); , and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, except to the forgoing effect in his extent of any change permitted by the terms of this Agreement or her corporate (not personal) capacity (it being acknowledged consented to by Buyer, and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and or complied in all material respects with all obligations covenants, agreements and agreements required conditions contained in this Agreement on their part required to be performed or complied with by them at or prior to the Closing. Sellers shall deliver to Buyer at the Closing a certificate certifying that the conditions stated in this Section 8.1 have been fulfilled; (b) On the Closing Date, and Buyer there shall have received a certificate signed exist no valid judicial order which would prohibit the consummation of the transactions contemplated by an authorized officer of each Seller, dated this Agreement or the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)Related Agreements; (c) Sellers No facts or circumstances shall have deliveredoccurred or arisen since the date hereof that have or would reasonably be expected to have had a material adverse effect on the Business, affairs, assets, liabilities, condition (financial or caused to be deliveredotherwise), to Buyeroperations, all prospects or the condition of the items set forth in Section 4.2, or such items are otherwise satisfied as property of the Closing; andCompany; (d) From All material consents and approvals identified on Schedule 2.4(i) --------------- relating to the date hereof through the Closing Date, Company shall have been obtained from (i) there shall have been no Material Adverse Effect Governments, including without limitation under the HSR Act, and (ii) third parties under Contracts, including without limitation, the waiver executed by Pacific Gas & Electric Company ("PG&E") of ------ the application of the Change of Control Provision contained in the Supply Agreement entered into between the Company and PG&E dated November 1, 2005 (the "PG&E Contract") upon terms ----------------- acceptable to Buyer; (e) The Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as all of the Closing Datedocuments required to be delivered by them under Section 2.4 of this Agreement; and (f) Employee Sellers and/or the Company shall have caused all amounts due to Xxxxx Fargo Business Credit, Inc. under the Company's Credit Facility to have been paid in full and all related guaranties, mortgages and security interests granted pursuant to such effectcredit facility to have been released.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement is herein are subject to the fulfillmentcompletion, satisfaction or, at Buyer’s option, waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):conditions: (ai) The each of the representations and warranties of Sellers set forth made by Seller and the Shareholders in this Agreement qualified as to materiality shall be true and correct on the Closing Date as if made on and those not so qualified as of such date (except for representations and warranties that are made as of a specified date, which shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and only as of such earlier specified date); ; (ii) each and all of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller or the Shareholders on or before the Closing Date shall have been duly complied with and performed; (iii) Buyer shall have received a certificate signed by an authorized officer of each Seller, dated as of the Closing Date, executed by the President of Seller, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall conditions set forth in Sections 8.2(i) and (ii) have no personal liability as a result of signing such certificate)been satisfied; (biv) Sellers Seller shall make or cause to be made the deliveries described in Section 7.1; (v) as of the Closing, there shall have performed been no material adverse change since the Balance Sheet Date in the financial condition, business, affairs or prospects of Seller, and complied in all Seller shall not have suffered any material respects with all obligations and agreements required in this Agreement to be performed loss (whether or complied with not insured) by them prior to reason of physical damage caused by fire, earthquake, accident or other calamity which substantially affects the Closing Datevalue of its assets, properties or business, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect; and (vi) Buyer shall have completed, and be satisfied (in Buyer’s sole and absolute discretion) in all respects with, its due diligence investigation of the Business and the assets, operations, properties, financial condition, liabilities, prospects and agreements of Seller, including, without limitation, the Schedules hereof and those matters described therein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation Subject to waiver as set forth in Section 8.3, the obligations of Buyer to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, fulfillment on or prior to the Closing Date of each of the following conditions: (a) Seller shall have performed and complied with all of its agreements and covenants contained in this Agreement required to be performed and complied by it on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):. (ab) The representations and warranties of Sellers set forth Seller contained in this Agreement qualified as Agreement, the Exhibits and Schedules hereto, or in any other documents expressly required to materiality be delivered by Seller pursuant to this Agreement, shall be true and correct and those not so qualified shall be have been true and correct in all material respectsrespects on the dates such representations and warranties were made, and at the Closing, as though made on and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers . Seller shall have delivered to Buyer a certificate (executed of the President and Secretary of Seller as to the satisfaction of the conditions specified in corporate or limited liability company capacitySections 6.1, without liability to Sellers’ signatory6.3(a), 6.3(b), 6.3(h), 6.3(m) and 6.3(n). (c) Buyer shall have received a certificate of the president and secretary of Seller dated as of the Closing Date certifying as to the incumbency of the officers of Seller signing for it and as to the authenticity of their signatures. (d) Buyer shall have received, on and as of the Closing Date, the opinion of Zack, Xxxxxxx, Xxxxxxxxx, Xxxxxx & Xxxxxx, P.A., counsel to Seller, in form and substance reasonably acceptable to Buyer and its counsel. (e) Seller shall have delivered to Buyer certified copies of the resolutions of its Board of Directors authorizing and approving the execution, delivery and performance of this Agreement. (f) Buyer shall have received certified copies of release and termination agreements executed by Seller and the PCA-Subs and all other parties to or which may be bound by any shareholders' agreements, voting agreements, buy-sell agreements and any and all other similar agreements between (i) current shareholders or employees of the PCA-Subs or former shareholders or employees of the PCA-Subs during the period for which Seller has owned the Stock, on the one hand, and (ii) any of the PCA-Subs, on the other hand, (collectively, the "Corporate Agreements"). The release and termination agreements to be provided hereunder shall be in form and substance acceptable to Buyer and shall provide for a full and complete release and termination of all Corporate Agreements. (g) Buyer shall have sent notice of this transaction to an authorized representative of each employer group (including, without limitation, all risk and non-risk members) set forth on Schedule 6.3(g) or any brokerage group or broker representing a group of members set forth on Schedule 6.3(g), in form and substance reasonably acceptable to Buyer and its counsel. (h) Seller shall have notified each employer group containing five hundred (500) or more members as well as each brokerage group or broker representing a group of five hundred (500) or more members of the transactions contemplated in this Agreement. (i) Prior to the Closing, the Buyer shall have received UCC search reports dated as of a date not more than five (5) days before the Closing Date issued by the appropriate governmental bodies indicating that there are no filings under the Uniform Commercial Code on file with such effectgovernmental bodies which indicate any encumbrances on any assets of the PCA-Subs, other than those encumbrances which will be released at Closing, or except as approved by Buyer or which would not have an adverse effect on the conduct of the business of the PCA-Subs. (j) All approvals, consents, authorizations, and waivers which Seller or PCA-Subs are required to obtain to continue obligations on any material Contracts after the Closing Date shall have been obtained. (k) Seller shall have notified Northside Hospital in Atlanta, Georgia, that no agreement exists between PCA-GA and such party. (l) Seller shall have notified the State of Georgia Medicaid Agency that no agreement exists between PCA-GA and such party.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived at the option of Buyer: (a) The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on and as of Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date, except for changes contemplated by this Agreement, and except also for representations and warranties as of a specified time other than the Closing Date, which shall be true and correct in all material respects at such specified time. (b) Seller shall have performed and complied with all of its obligations under this Agreement which are to be performed or complied with prior to or at the Closing. (c) As of the Closing Date, Seller shall not have disposed of any of the Purchased Assets subject to this Agreement, other than as expressly permitted in writing by Buyer. (d) All proceedings, corporate or other, to be taken by Seller in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to counsel for Buyer, and Seller shall have made available to Buyer for examination the originals or true and correct copies of all records and documents relating to the business and affairs of Seller which Buyer may reasonably request in connection with said transactions. (e) This Agreement shall have been duly and validly authorized by all necessary corporate action of Seller. (f) Seller shall not be a party to, or to the best of the knowledge of Seller, threatened by, any actions, suits, proceedings, litigation or legal proceedings which, in the reasonable opinion of Buyer, have or are likely to have a material adverse effect on the financial condition, prospects, assets or business of Seller and no action, suit, proceeding or claim shall have been instituted, made or threatened by any person relating to the validity or propriety of any of the transactions contemplated by this Agreement. (g) From the date hereof through the Closing, there shall be and have been no material adverse change in the financial condition, prospects, assets or business of Seller, and as of October 31, 1996, Seller's membership equity shall have been no less than $225,000. For purposes of this provision, stockholders' equity shall be computed in accordance with generally accepted accounting principles, consistently applied, but excluding goodwill. (h) Any consents or approvals required to be secured by either party by the terms of this Agreement or otherwise reasonably necessary in the opinion of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect obtained and (ii) Sellers shall have delivered be satisfactory to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectBuyer.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate complete the transactions contemplated by this Agreement purchase of Purchased Assets as provided for herein is subject to the fulfillment, fulfillment or satisfaction on or prior to before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):writing. (a1) The All representations and warranties of Sellers set forth Seller contained in this Agreement qualified as or in any certificate or other document delivered to materiality Buyer pursuant hereto shall be true and correct and those not so qualified shall be complete, true and correct in all material respects, respects as of the Closing Date with the same effect as though made at and as of the Closing, Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and speak as of such earlier a particular date); , and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory Seller to such certificate shall have no personal liability as a result of signing such certificate)effect; (b2) Sellers There shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities (absolute, accrued, contingent or otherwise), prospects, earning power, commercial relationships, reserves, business or operations of the Seller or any of the Schools from and after the date of this Agreement; (3) Seller shall have performed and complied in all material respects with all obligations of the obligations, covenants and agreements required contained in this Agreement to be performed by Seller on or complied with by them prior to before the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory Seller to such certificate shall have no personal liability as a result of signing such certificate)effect; (c4) Sellers shall have delivered, or caused All instruments and documents required on Seller's part to be delivered, to Buyer, all of effectuate and consummate the items set forth in Section 4.2, or such items are otherwise satisfied transactions contemplated hereby as of the Closing, including those described in Section 3.2, shall be delivered by Seller and shall be in form and substance reasonably satisfactory to Buyer and its counsel; (5) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions; (6) Seller and Buyer shall have obtained all registrations, licenses, permits and approvals required by any governmental entity or agency or other regulatory body to operate the Schools in the State of Georgia and all local jurisdictions contained therein; (7) The Schools shall have received all required accreditation approvals; (8) Buyer shall have received satisfactory evidence that all liens (other than the Permitted Exceptions) on the Purchased Assets have been terminated and completely released of record; and (d9) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacityreceived, without liability to Sellers’ signatory), dated as from the landlords of the Closing DateFacilities, executed estoppel certificates and executed landlord consents to such effectassignment of lease.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate purchase the transactions contemplated by this Agreement Purchased Interests in a Purchased Company is subject to the fulfillment, on or prior to the Closing Dateor at each applicable Closing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of Sellers set forth in this Agreement qualified as made by Seller to materiality shall be true and correct and those not so qualified Buyer shall be true and correct in all material respects, respects as of the date hereof and as of the time of such Closing with the same effect as though made again at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)time; (b) Sellers Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at such Closing; (c) there shall be no actions, suits or proceedings pending or threatened against or affecting Seller or such Purchased Company or any property of Seller or such Purchased Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the Closing Dateaggregate, could reasonably be expected to have a Material Adverse Effect on such Purchased Company; (d) all notifications, consents, authorizations, approvals and clearances from each Governmental Authority and any other Person required to be made or obtained, in connection with the transactions provided for in this Agreement shall have been made or obtained on terms satisfactory to Buyer; (e) such Purchased Company (if such Purchased Company is itself a Vessel Owning Subsidiary) or each of the Vessel Owning Subsidiaries owned by such Purchased Company (if such Purchased Company is an Intermediate Holding Subsidiary) shall have entered into a Charter with the Charterer with respect to the Vessel owned by it and such Charter shall not have been terminated or amended in any respect; (f) Buyer, the Charterer, Seller and such Purchased Company (if such Purchased Company is itself a Vessel Owning Subsidiary) or each of the Vessel Owning Subsidiaries owned by such Purchased Company (if such Purchased Company is an Intermediate Holding Subsidiary) shall have entered into the Charter Ancillary Agreement and such Charter Ancillary Agreement shall not have been terminated or amended in any respect; (g) such Purchased Company (if such Purchased Company is itself a Vessel Owning Subsidiary) or each of the Vessel Owning Subsidiaries owned by such Purchased Company (if such Purchased Company is an Intermediate Holding Subsidiary) shall have entered into a Management Agreement with Frontline Management with respect to the Vessel owned by it and such Management Agreement shall not have been terminated or amended in any respect; (h) Buyer and such Purchased Company (if such Purchased Company is itself a Vessel Owning Subsidiary) or each of the Vessel Owning Subsidiaries owned by such Purchased Company (if such Purchased Company is an Intermediate Holding Subsidiary) shall have entered into the Administrative Services Agreement with Frontline Management and such Administrative Services Agreement shall not have been terminated or amended in any respect; (i) Seller shall have executed the Performance Guarantee and such Performance Guarantee shall not have been terminated or amended in any respect; (j) Buyer shall have received financing in an aggregate amount with respect to all of such Closings in an amount not less than $1.058 billion, on terms satisfactory to Buyer; (k) all proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyer and its counsel, and Buyer shall have received a certificate signed by an authorized officer copies of each Seller, dated all such documents and other evidence as it or its counsel may reasonably request in order to establish the Closing Date, to consummation of such transactions and the forgoing effect taking of all proceedings in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)connection therewith; (cl) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From since the date hereof through the Closing Date, (i) of this Agreement there shall have been no Material Adverse Effect and on such Purchased Company or, if applicable, any of its Vessel Owning Subsidiaries, except as contemplated by Section 5.4; and (iim) Sellers Seller shall have delivered to Buyer a certificate (certificate(s), if any, representing the Purchased Interests in such Purchased Company, accompanied by powers duly endorsed or executed in corporate or limited liability company capacityblank, without liability and all other documents necessary to Sellers’ signatory), dated as transfer to Buyer the Purchased Interests in such Purchased Company free and clear of the Closing Date, to such effectany Lien.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of the Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at as of the date of this Agreement and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) the Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) there shall not have been or occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect since the Balance Sheet Date; (d) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company or any of the Subsidiaries, or Buyer, seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) Buyer shall have received a certificate signed by an authorized officer each Seller and by each of the Chief Executive Officer and Chief Financial Officer (or comparable officers) of the Company, each Sellerin form and substance reasonably satisfactory to Buyer, dated the Closing Date, to the forgoing effect that each of the conditions specified above in his or her corporate (not personalSections 7.1(a)-(d) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)been satisfied in all respects; (cf) Sellers the Sellers, the Company or the Subsidiaries shall have deliveredobtained or made any other consent, approval, order or authorization of, or caused registration, declaration or filing with, any Governmental Body required to be delivered, to Buyer, all obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the items set forth transactions contemplated hereby; (g) any Environmental Assessment performed by Buyer at the properties shall not have revealed any circumstances that could reasonably be expected to result in Section 4.2, or such items are otherwise satisfied as (1) the criminal prosecution of the Closing; andCompany or any Subsidiary or any director, officer or employee of the Company or any Subsidiary under Environmental Laws, (2) any suspension or closure of operations at the Company’s or any Subsidiary’s properties or facilities or the revocation or termination of any Environmental Permits or (3) any Environmental Costs and Liabilities that, individually or in the aggregate, will or could reasonably be expected to result in a Material Adverse Effect; (dh) From All of the date hereof through Key Management shall be active and employed by the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed Company in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated the same positions as such Key Management held as of the Closing Date, unless otherwise agreed to such effectwith the Buyer; (i) the Company shall have obtained all Permits (including Environmental Permits) required under Law (including Environmental Laws) for Buyer to conduct the operations of the Company’s business as of the Closing Date; and (j) Buyer shall have received the items listed in Sections 2.5.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer under this Agreement to consummate the transactions contemplated by this Agreement is hereby shall be subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each all of the following conditions (conditions, any one or all more of which may be waived by Buyer in whole or in part to writing at the extent permitted by applicable Law):sole and absolute discretion of Buyer: (a) The Seller shall have performed in all material respects its obligations hereunder to be performed on or before the Closing Date; (b) Each of Seller’s representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at respects on and as of the Closing, except to Closing Date with the extent such representations same force and warranties expressly relate to an earlier date (in which case such representations and warranties qualified effect as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, though made on and as of the Closing Date (it being understood, however, that for purposes of this sentence the accuracy of any representation or warranty that expressly speaks as of the date of this Agreement or another date prior to the date of this Agreement shall be determined solely as of the date of this Agreement or such earlier date); other date and not as of the Closing Date) and each of the covenants of Seller shall have been complied with in all material respects as of the Closing Date; (c) Buyer shall have received a certificate signed by an authorized officer of each Sellercertificate, dated on the Closing Date, executed by Seller confirming and certifying to the forgoing effect in his or best of her corporate personal knowledge upon reasonable investigation (not personali) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items conditions set forth in Section 4.2, 5.5(a) and (b) have been met and (ii) confirming and certifying that all of the conditions set forth in Section 5.4 have either been satisfied or such items are otherwise satisfied waived on or as of the Closing; andClosing Date; (d) From the date hereof through the Closing Date, (i) there Seller shall have been no Material Adverse Effect executed and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacitythe Xxxx of Sale, without liability to Sellers’ signatory), the Assumption and Assignment Agreement dated as of the Closing DateDate and the other documents and instruments that Seller is required to deliver to Buyer and taken all other actions required of Seller at the Closing pursuant to Section 5.2; (e) The Bankruptcy Court shall have entered the “Approval Order” in a form and content reasonably satisfactory to Buyer, which order shall not have been amended, modified or supplemented without the written consent of Buyer. The Approval Order shall, among other things: (i) determine that this Agreement was proposed by Buyer and Seller in good faith and represents the highest or best offer for the Acquired Assets and should be approved; (ii) determine that Buyer is a good faith purchaser under and entitled to the protections of Section 363(m) of the Bankruptcy Code, and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorize Seller to convey to Buyer all of Debtor’s right, title, and interest in and to the Acquired Assets free and clear of any Interests (other than Permitted Liens) and free and clear of all Excluded Liabilities, which Interests and Excluded Liabilities shall have, to such effect.the extent applicable, attached to the proceeds of the sale under Section 363 of the Bankruptcy Code;

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement is shall be subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be unless waived by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The representations each representation and warranties of Sellers set forth warranty made by the Company in this Agreement qualified as to materiality shall be true and correct and those not so qualified or any schedule hereto shall be true and correct in all material respects, at respects on and as of the Closing, except to Closing Date with the extent same effect as though each such representations representation and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, warranty had been made or given on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers the Company shall have performed and complied in all material respects with all of its obligations and agreements required in under this Agreement which are to be performed or complied with by them it prior to or at the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)Closing; (c) Sellers the Company shall have deliveredtendered for delivery to Buyer a Bill of Sale, or caused Assignmxxx and Assumption Agreement in the form of Schedule 8.2(c), along with such other assignments, certificates of title and instruments of transfer as shall be necessary to be delivered, vest in Buyer the Purchased Assets in form reasonably satisfactory to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and; (d) From the date hereof through the Closing Date, (i) there Company shall have been no Material Adverse Effect tendered for delivery the Lease in the form of Schedule 8.2(d), shall have subordinated all of its interests as landlord in the Buyer's property to the interests of Buyer's lender and have complied with any other reasonable requests of Buyer's lender; (iie) Sellers the Company shall have tendered for delivery the Escrow Agreement in the form of Schedule 8.2(e) (the "Escrow Agreement"); (f) the Company, Diana and Entree shalx xxxe tendered for delivery the Noncompetition and Confidentiality Agreement in the form of Schedule 8.2(f); (g) the Company shall have delivered to the Buyer a certificate copy of resolutions of the Board of Directors and the shareholders of the Company, certified by the Secretary of the Company, authorizing the transactions contemplated by this Agreement; (executed h) the Company shall have obtained all consents necessary for the transfer and assignment of all Operating Agreements; (i) Buyer shall have obtained such licenses, permits and other regulatory approvals necessary for it to conduct the Subject Business, except where failure to obtain such a consent or new licenses, permits or regulatory approvals (i) results from Buyer's failure to utilize its reasonable best efforts to obtain such authorization, or (ii) would not have a material adverse effect on Buyer in corporate its operation of the Subject Business following Closing; (j) Diana shall have execxxxx that Guaranty in the form of Schedule 8.2(j); (k) no action or limited liability company capacityproceeding before any court or governmental body shall be pending or threatened wherein a judgment, without liability decree or order would prevent any of the transactions contemplated herein or cause such transactions to Sellers’ signatorybe unlawful or rescinded, or which materially affect the right of Buyer to own, operate or control the Purchased Assets; (l) the Buyer shall have received from the Company's counsel, Godfrey and Kahn, S.C., xx xpiniox xx the form set forth in Schedule 8.2(l), addressed to the Buyer and Buyer's lenders, dated as of the Closing Date; (m) the Company shall have delivered to the Buyer a certificate of its officers certifying to the fulfillment of the conditions set forth in Sections 8.2(a) and 8.2(b) above; (n) Buyer shall receive written evidence that all liens, encumbrances or security interests affecting the Purchased Assets (and not related to an Assumed Liability) have been released and terminated, and adequate provision has been made to terminate such effectinterests of record; and (o) the Closing Statement shall be prepared and delivered by the Company in accordance with this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the fulfillment, on satisfaction or waiver by Buyer at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The the representations and warranties of Sellers set forth each Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified Article III shall be true and correct in all material respects, at and as of the Closing, except to the extent such respects (other than those representations and warranties expressly relate to an earlier date (in which case of such representations and warranties Seller that are qualified as to materiality shall be true and correct the representations and those not so qualified warranties in Sections 3.1, 3.2, 3.3(a), 3.9, 3.11, 3.13 and 3.16, which shall be true and correct in all material respects, on ) as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)time; (b) Sellers shall have performed and complied performed, in all material respects with respects, all obligations and agreements required in this Agreement complied with all covenants contained herein that are necessary to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his it at or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)before Closing; (c) Sellers shall have delivereddelivered (and, or caused immediately prior to Closing, Sellers shall be deliveredready, willing and able to deliver), to BuyerBuyer at Closing, all of the items set forth Closing deliveries described in Section 4.2, or such items are otherwise satisfied as of the Closing; and6.4(a); (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer either (A) a certificate title insurance policy from Title Company covering the Xxxxxxxxxx Lease in an amount sufficient to cover 100% of the Allocated Value of the Xxxxxxxxxx Lease and in the form (executed in corporate or limited liability company capacityand containing all of the terms set forth on the form, without liability to Sellers’ signatoryand not containing any exceptions other than those set forth on the form), dated attached hereto as Exhibit F or (B) a Xxxxxxxxxx Release; provided, however, that in the event that Sellers are unable to deliver (A) or (B) prior to Closing, and Buyer elects to waive the condition set forth in this Section 6.2(d) and proceed with the Closing, then the Xxxxxxxxxx Litigation shall be deemed to be a Retained Liability for the purposes of this Agreement; (e) Sellers shall have obtained from EQT all of EQT’s right, title and interest in the Xxxxx operated by EQT (1) on the Xxxxxxxxxx Lease that Buyer has elected to assume at Closing Datepursuant to Section 7.12(c) and (2) on the Xxxxxxxx Lease that Buyer has elected to assume at Closing pursuant to Section 7.13(a), and, in each case, Exhibit C and the corresponding exhibits in the Assignment shall be updated to include such effect.interests and EQT’s interest in such Xxxxx will be assigned by Sellers at Closing pursuant to the Assignment; (f) The Consent Decree shall be entered by the Court and any other federal or state Action related to the Site Matters shall be Finally Resolved; and (g) Sellers shall have obtained from the Environmental Protection Agency an executed consent letter in the form attached hereto as Exhibit J.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions purchase and sale of the Interest as contemplated by this Agreement hereby is subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement covenants that are to be performed or complied with or necessary to be performed or complied with by them prior to Seller on or before the Closing Date; (b) the representations and warranties of Seller set forth in Article 3 and of Seller Guarantor set forth in the Seller Guaranty that are qualified with respect to materiality (whether by reference to Material Adverse Effect or otherwise) shall be true and correct, and Buyer the representations and warranties of Seller set forth in Article 3 and of Seller Guarantor set forth in the Seller Guaranty that are not so qualified, taken as a whole, shall have received a certificate signed by an authorized officer be true and correct in all material respects, in each case, on and as of each Seller, dated the Closing Date; provided, however, that such representations and warranties which are made as of a specific date need only be true as of such specific date as so qualified; provided, further, that no Seller Supplemental Disclosure or similar supplement or disclosure shall amend, modify, qualify or otherwise have any effect on this Section 6.1(b) and for the purposes of determining whether Buyer's conditions set forth in this Section 6.1(b) have been fulfilled, any and all of the Disclosure Schedules shall be deemed to include only information contained therein on the forgoing effect Representation Date and shall be deemed to exclude any information or matter contained in his any Seller Supplemental Disclosure or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)similar supplement or disclosure; (c) Sellers since the Representation Date, no Material Adverse Effect shall have deliveredoccurred and be continuing, or caused other than to be delivered, the extent arising from an adverse change affecting the North American electric utilities industry in general and not specifically relating to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; andCompany; (d) From the date hereof through Buyer shall receive at the Closing Datea certificate executed by Seller, in form reasonably satisfactory to Buyer, certifying that, to the knowledge of the officer executing such certification, the matters referred to in paragraphs (a), (ib) there and (c) of this Section 6.1 have been satisfied; (e) all Required Consents including the FERC Transaction Approvals shall have been obtained; (f) no investigation, suit, action or other proceeding shall be threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or other relief in connection with the purchase and sale of the Interest or the consummation of the other transactions contemplated hereby or that would reasonably be expected to have a Material Adverse Effect Effect; (g) the Agent shall have acknowledged in form and substance reasonably acceptable to Buyer that the Replacement Insurance satisfies the insurance requirements of the Credit Agreement; (iih) Sellers Seller shall have delivered to Buyer a certificate legal opinion from counsel to Seller, Seller Guarantor and LPS reasonably satisfactory to Buyer in form and substance reasonably satisfactory to Buyer; (executed i) the Index Rate shall not be less than 3.11% unless Seller shall have agreed in corporate writing that the Purchase Price adjustment contemplated by Section 2.2(c) shall be calculated on the assumption that the Index Rate is 3.11%; (j) neither Party shall have exercised any termination rights which it is entitled to exercise pursuant to Sections 2.5(b) or limited liability company capacity8.1; (k) Seller shall have tendered to Buyer all of the documents, without liability instruments and other items related to Sellers’ signatorythe Company which Seller is required to deliver at Closing pursuant to Section 2.4(a), dated as subject only to the delivery by Buyer of the Purchase Price and the documents, instruments and other items which Buyer is obligated to deliver at Closing Datepursuant to Section 2.4(b); (l) there shall be no material default by the Company existing under the Credit Agreement, to such effectthe ROVA I PPA or the ROVA II PPA, and no event shall have occurred that constitutes, or, with the passage of time or compliance with any applicable notice requirements, would constitute, a material default by the Company under the Credit Agreement, the ROVA I PPA or the ROVA II PPA; and (m) Seller shall have entered into a Transition Services Agreement with Buyer in the form of Exhibit 6.1(m).

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by under this Agreement is shall be subject to the fulfillmentsatisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be set forth below, unless waived by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The representations and warranties of Sellers Seller and Shareholder set forth in this Agreement qualified as to materiality shall be true and correct as of the date of this Agreement, and those not so qualified shall also be true and correct in all material respectsrespects (without giving effect to any qualification of materiality already contained in any particular representation or warranty, at and except for such changes as are contemplated by the terms of this Agreement) on and as of the ClosingClosing Date with the same force and effect as though made on and as of the Closing Date, except and Seller and Shareholder shall have delivered to Buyer a certificate to that effect dated as of the extent such representations Closing Date. (b) Seller shall have performed and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct complied with, in all material respects, on all covenants and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it under this Agreement on or prior to the Closing Date, and Buyer Seller shall have received delivered to Buyer a certificate signed by an authorized officer to that effect dated as of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (c) Sellers Seller shall have delivered, or caused to be delivered, to Buyer, all furnished Buyer with copies of resolutions duly adopted by Seller’s Board of Directors and Shareholder approving the items set forth in Section 4.2, or such items are otherwise satisfied as execution and delivery of the Closing; andthis (d) From the date hereof of this Agreement through the Closing Date, Seller shall not have suffered any material adverse changes to the business, operations or financial condition of the Business (other than changes generally affecting the industries in which Seller operates, or changes relating to the transactions contemplated by this Agreement). (e) Buyer shall complete its investigation of Seller in accordance with Section 10(a) prior to , 20 provided that Seller fully cooperates. In the event that such investigation discloses a breach of a representation or warranty of Seller contained in Section 8 hereof, Buyer shall so notify Seller in writing on or before , 20 and provide Seller with the full details of such claimed breach. In such event, Seller and Buyer shall work together in good faith to rectify such claimed breach; (f) Buyer shall have received the items listed in Section 6(a); (g) Buyer shall have received such other documents and agreements necessary to effect the transactions contemplated by this Agreement, in each case in form and substance reasonably satisfactory to Buyer’s counsel, as Buyer may reasonably request. (h) No action, suit, investigation or proceeding shall have been instituted or threatened by any third party, governmental or regulatory agency to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated by this Agreement. (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered Buyer entering into a commercial/office lease on terms acceptable to Buyer with , the landlord, for the premises located at , for a certificate (executed in corporate or limited liability company capacityterm commencing , without liability to Sellers’ signatory)20 . If the transaction has not closed by that date, dated as of Seller shall pay the per diem rent From , 20 through the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate complete the transactions contemplated by this Agreement purchase of the Shares as provided for herein is subject to the fulfillment, fulfillment or satisfaction on or prior to before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):writing. (a1) The All representations and warranties of Sellers set forth Sellers, MMC and the Company contained in this Agreement qualified as or in any certificate or other document delivered to materiality Buyer pursuant hereto shall be accurate, complete, true and correct and those not so qualified shall be true and correct in all material respects, as of the Closing Date with the same effect as though made at and as of the ClosingClosing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer each of each Seller, dated the Closing Date, to Sellers and the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that Chief Executive Officer of the signatory Company to such certificate shall have no personal liability as a result of signing such certificate)effect; (b2) There shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities (absolute, accrued, contingent or otherwise), prospects, earning power, commercial relationships, reserves, business or operations of the Company or any of the Schools from and after the date of this Agreement; (3) Sellers and the Company shall have performed and complied in all material respects with all obligations of the obligations, covenants and agreements required contained in this Agreement to be performed by Seller or complied with by them prior to the Company on or before the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of the Company and each Sellerof the Sellers to such effect; (4) All instruments and documents required on the Company's and/or Sellers' part to effectuate and consummate the transactions contemplated hereby as of the Closing, dated including those described in Section 3.2, shall be delivered by Sellers and/or the Company and shall be in form and substance satisfactory to Buyer and its counsel; (5) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions; (6) The Company and Buyer shall have obtained all required regulatory approvals that are capable of being obtained prior to Closing, including, but not limited to, all registrations, licenses, permits and approvals required by any governmental entity or agency or other regulatory body to operate the Schools in the States of Michigan and Indiana and all local jurisdictions contained therein; (7) Buyer shall be reasonably satisfied that, with respect to all required regulatory approvals that are not capable of being obtained prior to Closing (including, without limitation, the DOE), Buyer will be able to obtain all such other required regulatory approvals within a reasonable time period after the Closing Date without material expense or undue burden; (8) Buyer shall have received satisfactory written assurance from ABHES and CAAHEP that all required accreditation approvals for the Schools will remain in good standing after the Closing Date, to the forgoing effect and Buyer shall be satisfied, in his or her corporate (not personal) capacity (it being acknowledged its sole and agreed absolute discretion, that the signatory Schools will be able to maintain such certificate shall have no personal liability as a result of signing such certificate)accreditation in good standing after the Closing Date; (c9) Sellers All third party consents required by the transactions contemplated hereby shall have deliveredbeen obtained; (10) Buyer shall have received satisfactory evidence that all liens on the assets of the Company have been, or caused to be deliveredimmediately following the Closing will be, to Buyer, all terminated and completely released of record; (11) Buyer shall have received from the landlords of the items set forth in Section 4.2, or Facilities executed estoppel certificates and consents to assignment of lease (if so required by the lease agreements respecting such items are otherwise satisfied as of the ClosingFacilities); and (d12) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect completed its due diligence investigation of the Seller and the Schools, and shall be satisfied with the results of such investigation in its sole and absolute discretion; and (ii13) Sellers Buyer shall have delivered received a legal opinion from counsel for Sellers covering the matters set forth in Exhibit D, in form and substance --------- satisfactory to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectcounsel for Buyer.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement is are subject to and conditioned and contingent upon the fulfillment, satisfaction on or prior to the Closing Date, Date of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):Seller: (a) The representations A. All representations, covenants and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect when made and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date. B. At the Closing Seller shall deliver or cause to be delivered to Buyer all Closing documents required to be delivered by Seller and all assets, real, personal, fixed, tangible and intangible to such be sold hereunder. C. All the terms, covenants and conditions to be complied with or performed by Seller on or before the Closing Date shall have been duly complied with and performed and all other contingencies herein shall have been met. D. On the Closing Date Seller will be the owner and holder of all licenses, authorizations and permits covering the Station to the extent that same can be owned or held by Station under the Communications Act of 1934 as amended and same shall be in full force and effect. E. The FCC shall have granted its full and final consent to the assignment of licenses, permits and authorizations as contemplated herein and all other third party consents shall have been obtained, if required. F. Seller shall have afforded counsel, accountants, engineers, and other representatives of the Buyer free access during normal business hours upon reasonable notice to Seller's buildings, offices, studios, equipment, agreements, records, files and books of accounts, furnish Buyer with all information, including all tax information, concerning Seller' affairs as Buyer may reasonably request, so far as such access, information, and materials pertain to the operation of, assets of, and authorizations pertaining solely to the Station being conveyed pursuant to this Agreement, and give Buyer a power of attorney if requested and not otherwise made available by Seller, so that it may examine all instruments, documents, reports, applications, responses or information, confidential or otherwise, filed with the FCC for the Station under the FCC's rules, or otherwise, by the Seller; and permit Buyer's representatives to make extracts from and on request furnish to Buyer a copy of any and all of Seller's books or accounts, records and files and the like, so far as they pertain to the Station. G. There shall not be any proceeding threatened or pending to enjoin the Closing and there shall not be any judgment or order that would prevent or make unlawful the Closing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law): (a) The 8.1.1. the representations and warranties of Sellers the Seller Group set forth in this Agreement qualified as shall continue to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at on and as of the ClosingClosing Date, except (i) for those representations and warranties already qualified by the word “material”, in which case they shall continue to be true and correct on and as of the Closing Date in all respects, and (ii) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers 8.1.2. Seller shall have performed and complied with in all material respects with all covenants and obligations and agreements required contained in this Agreement and required to be performed or complied with by them on Seller’s part at or prior to the Closing Date, and Buyer Closing; 8.1.3. there shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From occurred between the date hereof through and the Closing DateDate no facts or circumstances that give rise to a material adverse effect on the Business, assets, properties, results of operations or financial condition of Seller or the Purchased Assets (itaken as a whole), or a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement; 8.1.4. the insurance carrier under such each Agency Agreement to which Seller is a party as set forth on Schedule 5.12.2 shall have consented to the appointment of Buyer to sell such carrier’s products; provided, however, that the receipt of such consent to appointment by any particular insurance carriers shall not be a condition hereunder to the extent that the aggregate Gross Commissions paid during the twelve months ended November 30, 2008 by all such insurance carriers whose consent to appointment is not obtained did not exceed ten percent (10%) of the Seller 2008 Commission Amount, provided that there shall have be a reduction in the Purchase Price as provided for on Schedule 8.1.4 to account for the failure to obtain such consents to appointment; provided further, however, that if any such consent to the assignment of any Producer Agreement has not been no Material Adverse Effect and (ii) Sellers obtained, the wholesaler or other Person under such Producer Agreement shall have delivered consented to the appointment of Buyer a certificate (executed in corporate to sell such wholesaler’s or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.other Person’s products;

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation All obligations of Buyer to consummate the transactions contemplated by under this Agreement is with respect to the Closing are subject to the fulfillment, on or prior to the Closing Date, fulfillment of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):conditions: (a) The representations Each and warranties every representation and warranty of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (b) Sellers Seller shall have performed and complied in all material respects with all obligations covenants and agreements conditions required in by this Agreement to be performed or complied with by them it prior to or at the Closing DateClosing, and Buyer shall have received including, but not limited to, the approval of the transaction contemplated by this Agreement by Seller's Board of Directors in a certificate signed by an authorized officer of each Seller, dated manner consistent with the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);Iowa Business Corporation Act. (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all The execution of the items set forth Covenant not to Compete Agreement referred to in Section 4.2, or such items are otherwise satisfied as paragraph 5(c) above. (e) Iowa Utilities Board approval of the Closing; andTransfer of the Certificate and Seller's discontinuance of service. (df) From Release of any and all liens against the date hereof through the Closing Date, Assets. (ig) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer furnished with a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), by the President and Secretary of Seller dated as of the Closing Daterestating and reconfirming as of the date of Closing all Seller's warranties and representations set forth in this Agreement and otherwise certifying the fulfillment of the conditions set forth in Paragraphs (a) and (b) hereof. (h) No suit or action by any party nor any investigation, inquiry or proceeding by any governmental authority nor any legal or administrative proceeding shall have been instituted or threatened on or before the Closing which: (i) questions the validity or legality of any transaction contemplated hereby or (ii) seeks to such effectenjoin any transaction contemplated hereby or (iii) seeks material damages on account of the consummation of any transaction contemplated hereby. (i) Written consent of US West to the assignment of the following agreements from Seller to Buyer: 9 10 (1) U S West intrastate Network Service Master Agreement Between Total Communication Service, Inc. and U S West Communications, Inc." dated October 6, 1994; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The Bxxxx’s obligation of Buyer to pay the purchase price and consummate the transactions purchase of the Purchased Business as contemplated by this Agreement is shall be subject to the fulfillmentfollowing conditions precedent: a) The Schedules shall have been completed and shall be satisfactory to Buyer, on or prior to the Closing Date, of each and Buyer shall have completed its due diligence review of the following conditions (any or all Businesses, the results of which may shall be waived by satisfactory to Buyer in whole or its sole and absolute discretion; provided, that this condition shall expire on May 31, 2024 if the Buyer shall not have exercised the termination right set forth in part Section 3.08(a)(ii). b) Seller shall have delivered to Buyer the Audit as required pursuant to Section 3.06. c) Buyer shall have received adequate financing to consummate this Agreement; provided, that this condition shall expire on May 31, 2024 if the Buyer shall not have exercised the termination right set forth in Section 3.08(a)(iii). d) Bxxxx shall have obtained the affirmative vote of the holders of a majority in voting power of the outstanding shares of ShiftPixy Common Stock, to the extent permitted by applicable Law):required. (ae) The All representations and warranties of Sellers set forth Seller made in or pursuant to this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct complete in all material respects, at respects on and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified Closing Date as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, if made on and as of such earlier that date); and Buyer , Seller shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all of its covenants and obligations and agreements required in under this Agreement to be performed on or complied prior to Closing, f) No suit, action, or proceeding shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit or obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated herein, there shall not be in effect any statute, rule or regulation which makes it illegal for Buyer to consummate the transactions contemplated hereby or any order, decree or judgment which enjoins Buyer or Seller from consummating the transactions contemplated hereby, and there shall have been no investigation or inquiry made or commenced by them prior any governmental agency in connection with this Agreement or the transactions contemplated herein. g) During the period from the date hereof to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect Change. Seller will notify the Buyer of any Material Adverse Change as soon as it is known by the Seller. As used herein, the term “Material Adverse Change” means any change, event, occurrence or development (collectively, an “Event”) that, individually or in the aggregate, is, or would reasonably be expected to be, materially adverse to the business, properties, Assets, financial condition or results of operations of the Seller; provided, however, that none of the following (or the results thereof) shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or shall be, a Material Adverse Change: any Event attributable to (i) conditions affecting the industries in which the Seller operates, general political conditions, the economy as a whole or the financial and capital markets in general; (ii) Sellers compliance with the terms of, or the taking of any action required or permitted by, this Agreement; (iii) any change in, or proposed or potential change in, applicable laws or the interpretation thereof; (iv) any change in GAAP or other accounting requirements or principles or the interpretation thereof; (v) the failure of Seller to meet or achieve the results set forth in any projection or forecast; (vi) the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or act of terrorism; (vii) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any governmental authority, or (viii) any acts of God, natural disasters, disease outbreak, epidemic or pandemic. Buyer may waive any condition precedent contained herein and, upon the exercise of such right of waiver, the transactions contemplated hereby shall have delivered to Buyer a certificate (executed be consummated in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated accordance with the terms contained in this Agreement as of the Closing Date, to such effectmodified by said waiver.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate effect the transactions contemplated by this Agreement is subject to the fulfillment, on satisfaction or prior to the Closing Date, of each waiver of the following conditions; provided, however, that in the case of a Bifurcated Closing, the conditions (any or all of which may be waived by Buyer in whole or in part precedent with respect to the extent permitted by Canadian Acquired Assets shall be applicable Law):only in the event of a Canadian Closing: (a) 3.6.1 The representations and warranties of Sellers set forth Seller in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects (without regard for any Material Adverse Event or materiality qualifiers contained in any such representation or warranty) as of the date hereof and at and as of the Closing, except to Applicable Closing with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case had been made at and as of such time, other than representations and warranties qualified that speak as of another specific date or time prior to materiality shall the date hereof (which need only be true and correct as of such date or time); 3.6.2 All of the terms, covenants and those not so qualified conditions to be complied with and performed by Seller and its Affiliates on or prior to the Applicable Closing Date shall be true and correct have been complied with or performed in all material respects, on and as of such earlier date); and ; 3.6.3 Buyer shall have received a certificate signed certificate, dated as of the Applicable Closing Date, executed on behalf of Seller, by an authorized executive officer thereof, certifying in such detail as Buyer may reasonably request that the conditions specified in Sections 3.6.1 and 3.6.2 have been fulfilled; 3.6.4 All Consents necessary to the assignment of each Sellerthe Acquired Leases for the Canadian Acquired Stores or for the assignment of the other Canadian Acquired Assets (including any Consents from the Landlords thereof or any lenders to the Landlords that may have a charge or secured interest in the lands of which the premises covered by such Acquired Leases forms a part) shall have been obtained (or Sale Orders containing authorization for the assignment of such Acquired Leases or other Acquired Assets without the prior consent of such parties shall have been issued); 3.6.5 There shall not have occurred any events that have had, dated or are, individually or in the aggregate, reasonably likely to have a Material Adverse Event; 3.6.6 Seller shall have delivered to Buyer, on or prior to the Applicable Closing Date, to the forgoing effect Related Agreements and the other agreements, certificates and documents specified in his or her corporate (not personal) capacity (it being acknowledged Section 3.3, duly executed and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)in full force and effect; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers 3.6.7 Seller shall have delivered to Buyer a certificate Purchase Certificate issued under section 146 of the Workplace Safety and Insurance Act (executed Ontario) and any similar certificates issued under similar statutory regulations in corporate or limited liability company capacitythe other jurisdictions in which seller has employees; and 3.6.8 The Acquired Stores set forth on the Acquired Stores Schedule, without liability to Sellers’ signatory)as amended under Section 2.1, dated as of the USA Closing Date, to such effectshall equal or exceed One Hundred Eighty (180) Stores (provided that Seller acknowledges and agrees that under no circumstances shall the number of Acquired Stores exceed Two Hundred Six (206) Acquired Stores located in the United States or Two Hundred Twenty (220) Acquired Stores located in the United States and Canada combined, unless otherwise agreed by Buyer in writing in its sole discretion).

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The Buyer’s obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer Buyer, in whole or in part to the extent permitted by applicable Lawpart): (a) The no event shall have occurred and no circumstance shall have arisen which, individually, or in the aggregate, could reasonably be expected to cause a Material Adverse Effect from April 1, 2012 to the Closing Date; (b) each of the representations and warranties of Sellers set forth Seller contained in Article 3 that are qualified by reference to materiality thresholds shall have been true and correct as of the date of this Agreement qualified as to materiality and shall be true and correct at and those as of the Closing Date (except with respect to such representations and warranties that address matters only as of a particular date, which shall be true and correct as of such particular date), and each of the representations and warranties of Seller contained in Article 3 that are not so qualified shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects, respects at and as of the Closing, Closing Date (except with respect to the extent such representations and warranties expressly relate to an earlier date (in that address matters only as of a particular date, which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier particular date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (bc) Sellers Seller shall have performed all obligations and complied with all covenants in all material respects with all obligations and agreements that are required in by the terms of this Agreement to be performed or complied with by them prior to on or before the Closing Date; (d) no investigation, suit, action or other proceeding shall be threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or other relief in connection with this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby or that could reasonably be expected to have a Material Adverse Effect or impair the ability of the Parties to consummate the transactions contemplated hereby or thereby; (e) all Required Consents set forth on Schedule 5.1(e) shall have been obtained and shall be in full force and effect; (f) this Agreement shall have been duly adopted, and the transactions contemplated by this Agreement shall have been duly approved, by the Required Seller Stockholder Vote; (g) Buyer shall have received entered into a certificate signed by an authorized officer of each Sellerwritten consulting agreement with Xxxxxxx Xxxx, dated the Closing Date, in a form satisfactory to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)Buyer; (ch) Sellers Buyer shall have deliveredentered into a written consulting agreement with Xxxx Xxxxxxx, or caused to be delivered, in a form satisfactory to Buyer; (i) Seller shall have delivered to Buyer all payoff letters, Uniform Commercial Code termination statements, assignments and Lien releases and other instruments and documents, executed by each respective secured party in form reasonably acceptable to Buyer and suitable for recording, terminating and releasing all Liens and all financing statements filed of record in any jurisdiction and evidencing any security interest in any of the Assets, except for the Deferred Releases; (j) Seller shall have delivered to the Escrow Agent the Deferred Releases; (k) Buyer shall have completed to its satisfaction the due diligence review of the operations, condition (financial and other), prospects, assets and liabilities of Seller and its business; (l) the Escrow Agent shall have delivered its executed counterpart signature page to the Escrow Agreement; (m) Seller shall have delivered to Buyer the DePuy Termination Agreement, duly executed by Seller and DePuy Spine, Inc.; (n) Seller shall have delivered to Buyer the Xxxxx & Nephew Termination Agreement, duly executed by Seller and Bioventus; (o) Seller shall have delivered to Buyer the AGI Termination Agreement, duly executed by Seller and AGI; (p) Seller shall have delivered to Buyer all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing2.4(a); and (dq) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (received the Consent, duly executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of by the Closing Date, to such effectAuditors.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The the representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified Article III shall be true and correct in all material respects, at and as of the Closing, except to the extent such respects (other than those representations and warranties expressly relate to an earlier date (in which case such representations and warranties of Seller that are qualified as to materiality shall be true and correct and those not so qualified materiality, which shall be true and correct in all material respects, on ) as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Sellertime (with such exceptions, dated the Closing Dateif any, necessary to the forgoing give effect in his to events or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificatetransactions expressly permitted herein); (b) Sellers Seller shall have performed and complied performed, in all material respects with respects, all obligations and agreements required in this Agreement complied with all covenants contained herein that are necessary to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his it at or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)before Closing; (c) Sellers Seller shall have delivereddelivered (or be ready, willing and able to deliver), to Buyer at Closing, all Closing deliveries described in Section 6.4(a); (d) no Assets shall have been damaged or caused destroyed by fire or other casualty; (e) with respect to the Assets, all consents and approvals have been obtained or waived and all Preferential Rights have been waived or the time period for election of any such Preferential Right has elapsed; (f) as applicable, each of the Schedules shall have been updated to a time as near to Closing as is practical; (g) Seller shall have fully performed all of its obligations under the Xxxxxx Agreement which are required to be delivered, performed prior to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (dh) From all other actions, corporate or other, to be taken by Seller in connection with the date hereof through the Closing Datetransactions contemplated by this Agreement, (i) there and all documents incident thereto, shall have been no Material Adverse Effect be reasonably satisfactory in form and (ii) Sellers shall have delivered substance to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectand Buyer’s counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is transaction hereunder shall be subject to the fulfillment, fulfillment on or prior to before the Closing Date, Date of each all of the following conditions (conditions, any or all of which may be waived by Buyer in whole or in part its sole discretion: (i) Seller shall have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the extent permitted by applicable Law):terms of this Agreement. (aii) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller on or before the Closing Date. (iii) All representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at each case on and as of the ClosingClosing Date with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties expressly relate to an earlier date be true and correct would not, individually or in the aggregate, have a Material Adverse Effect (except in which case either case, for such representations and warranties qualified which by their express provisions are made as to materiality of an earlier date, in which case they shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); . (iv) No preliminary or permanent injunction or other order, decree, or ruling issued by any Governmental Authority, and no statute, rule, regulation, or executive order promulgated or enacted by any Governmental Authority, which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transaction contemplated hereby shall be in effect nor shall there be pending any action or proceeding by or before any Governmental Authority challenging the lawfulness of or seeking to prevent any of the transactions contemplated by this Agreement or the Transaction Documents or seeking monetary or other relief by reason of the consummation of any of such transactions. (v) Buyer shall have received obtained a certificate signed by an authorized officer of each Seller, dated the Closing Date, preliminary title report with respect to the forgoing effect Proposed Project Site in his or her corporate form and substance reasonably acceptable to Buyer (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate“Title Report”);. (bvi) Sellers shall have performed The consents and complied approvals described in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there Schedule 6.7 shall have been no Material Adverse Effect obtained by Seller and (ii) Sellers shall have delivered to Buyer a certificate (executed be in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such full force and effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of the Buyer to consummate the transactions contemplated by purchase under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of Sellers set forth the Seller contained in this Agreement qualified as including all Schedules to materiality shall be true and correct and those not so qualified this Agreement shall be true and correct in all material respects, respects at and as of the Closingtime of the Closing with the same effect as though made again at, and as of, that time, except such as will not have a material adverse effect and except such as would not reasonably be expected to have a material adverse effect on the extent such representations and warranties expressly relate Seller's ability to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)perform its obligations under this Agreement; (b) Sellers Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them the Seller prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, executed by an officer of the Seller (other than the Chief Financial Officer) certifying to the forgoing effect fulfillment of the conditions specified in his or her corporate (not personalSections 8.1(a) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)8.1(b) hereof; (cd) Sellers no provision of any Applicable Law shall prohibit, and there shall not be in effect any injunction, restraining order or decree issued by a court of competent jurisdiction or any governmental body that shall prohibit, the consummation of this Agreement and there shall be no action or proceeding pending or threatened seeking any such injunction, order or decree; (e) Buyer shall have deliveredreceived proceeds from loans from one or more commercial banks and/or commercial lenders totaling at least $12,000,000 on terms and conditions satisfactory to Buyer in order to finance the transactions contemplated hereby, or caused related transaction costs and working capital; (f) Seller shall have received all consents, approvals and Permits to be delivered, execute this Agreement and to Buyer, all of consummate the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closingtransactions contemplated hereby; and (dg) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect be furnished with an opinion of counsel to Seller and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as each of the Subsidiaries, as to the due execution and delivery of this Agreement and the documents delivered by Seller at Closing Dateand substantially as to the matters set forth in Sections 4.1, to 4.3, 4.4, 4.7 and 4.8 hereof and such effectother matters as Buyer may reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The (i) the representations and warranties of the Sellers set forth in Section 3.1 (Organization; Authority; Qualification) and Section 3.7 (Capitalization; Title to Equity Interests) shall be true and correct in all respects, (ii) the representations and warranties of Sellers set forth in this Agreement (other than Section 3.1 and Section 3.7) that are qualified as by materiality (whether by reference to materiality the terms “material” or “Material Adverse Effect,” any threshold amount or otherwise) shall be true and correct in all respects, and those (iii) the representations and warranties of Sellers that are not so qualified by materiality (other than Section 3.1 and Section 3.7) shall be true and correct in all material respects, in each case, as of the date of this Agreement and at and as of the Closing, Closing Date (except to the extent such for representations and warranties expressly relate to an earlier that by their terms are made as of a specified date (in or period, which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and only as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his specified date or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateperiod); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them Sellers prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused obtained a consent to be delivered, to Buyer, all the transactions contemplated by this Agreement and a release of the items set forth in Section 4.2TETRA Liens under TETRA’s Credit Agreement dated of June 27, or such items are otherwise satisfied 2006, as amended, and related security documents from the lenders party thereto; (d) Sellers shall have obtained a consent to the transactions contemplated by this Agreement and a release of the TETRA Liens under TETRA’s Amended and Restated Note Purchase Agreement dated as of the ClosingJuly 1, 2016, as amended, with GSO TETRA Holdings, LP, and related security documents; and (de) From the date hereof through transactions contemplated by the Closing Date, (i) there Maritech APA and the MIPSA shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectconsummated.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); , and Buyer shall have received a certificate signed by an authorized officer of each SellerSellers, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each SellerSellers, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) Sellers shall have delivered, or caused to be delivered, to Buyer, all Buyer a duly executed xxxx of sale in the items set forth in Section 4.2, or such items are otherwise satisfied as form of the Closing; andExhibit A hereto; (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (iie) Sellers shall have deliver or cause to be delivered to Buyer a certificate of non-foreign status from each Seller, in the form attached to this Agreement; (executed f) Sellers shall deliver or cause to be delivered to Buyer a certificate of good standing or its equivalent for each Seller from the Secretary of State of the state of its incorporation and each other jurisdiction in corporate which such Seller is required to be qualified to conduct the Business; (g) Sellers shall deliver or limited liability company capacity, without liability cause to Sellers’ signatory)be delivered to Buyer a certificate from the Secretary or comparable official of each Seller, dated as of the Closing Date, attesting to the resolutions of such effectSeller authorizing the execution, delivery and performance of the Transaction Agreements and to the incumbency of the Person(s) executing any Transaction Agreement on behalf of such Seller; (h) Sellers shall deliver or cause to be delivered to Buyer evidence reasonably acceptable to Buyer and its counsel that all mortgages, security interests, collateral assignments and other Liens (other than Permitted Liens) on any of the Purchased Assets have been released, discharged and terminated in full, and the relevant Purchased Assets or other assigned collateral have been returned to the relevant party; (i) Sellers shall have delivered or caused to be delivered to Buyer a duly executed lease for the Xxxxxxx Facility in the form of Exhibit B hereto (the “Xxxxxxx Lease”); (j) Sellers shall have delivered or caused to be delivered to Buyer a duly executed sublease for the Perris Facility in the form of Exhibit C hereto (the “Perris Sublease”); (k) Sellers shall have delivered or caused to be delivered to Buyer access agreements for the Santa Xxxx Facility, the Pleasanton Facility, the Livermore Facility and the One Live Oak Facility in the form of Exhibit D hereto (the “Access Agreements”); (l) Sellers shall have delivered or caused to be delivered to Buyer an assignment and assumption of lease for the San Diego Facility in the form of Exhibit E hereto (the “San Diego Assignment”); (m) Sellers shall deliver or cause to be delivered to Buyer, to the extent possible, all Records included in the Purchased Assets; (n) Sellers shall have delivered, or caused to be delivered, to Buyer a duly executed assignment and assumption agreement in the form of Exhibit F hereto and duly executed assignments of the U.S. trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. trademark office, and general assignments of all other Purchased Intellectual Property; and (o) Sellers shall have delivered or caused to be delivered to Buyer a written consent to assignment from the counterparty to each Purchased Contract listed on Section 9.01(o) of the Disclosure Letter.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillmentfulfillment (or, to the extent permitted by applicable law, waiver), on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):conditions: (ai) The the representations and warranties of the Sellers and the Company set forth in this Agreement (i) to the extent qualified as to by materiality or Material Adverse Effect, shall be true and correct and those (ii) to the extent not so qualified by materiality or Material Adverse Effect, shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent that any such representations and warranties expressly relate made as of a specified date shall only need to an earlier be true and correct as of such date (in which case such representations and warranties qualified as to materiality shall be true and correct correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (bii) the Sellers and the Company shall have performed and complied in all material respects with all obligations and agreements covenants required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (iii) there shall not have been or occurred any event, change, occurrence or circumstance after the date hereof and prior to the Closing that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or would reasonably be expected to have a Material Adverse Effect on the Company; (iv) no Proceedings shall have been instituted or claim or demand made against the Sellers, the Company or Buyer which could reasonably be expected to restrain or prohibit, the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (v) the Sellers, the Company and Buyer shall have received a certificate signed by an authorized officer obtained the documents listed on Section 2.5.1 of each Sellerthe Schedules, dated and the Closing Datewaiting period under the HSR Act, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged if applicable, and agreed that the signatory to such certificate any extensions thereof shall have no personal liability as a result of signing such certificate)expired or been terminated; (cvi) Sellers the General Partner shall have deliveredduly adopted a resolution terminating the Touchstone Wireless Repair and Logistics, or caused to be delivered, to Buyer, all LP 401(k) Retirement Plan; (vii) any revocation period required under applicable law for the documents listed on Section 7.1(vii) of the items set forth in Section 4.2, or such items are otherwise satisfied as of the ClosingSchedules shall have elapsed; and (dviii) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have received the items to be delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectSection 2.5.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of Sellers set forth each Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closingtime of the Closing with the same effect as though made again at, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Sellerof, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)time; (b) Sellers each Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them a Seller prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, in substantially the form set forth in Exhibit B executed by the President of each Seller certifying to the forgoing effect fulfillment of the conditions specified in his or her corporate (not personalSections 4.1(a) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate4.1(b); (cd) Sellers each Seller shall have deliveredentered into (i) a Non-Competition Agreement in the form attached hereto as Exhibit C-1, or caused to be deliveredand (ii) each Shareholder shall have entered into a Non-Competition Agreement, to Buyer, all as attached hereto as Exhibit C-2; (e) the Seller shall have obtained each of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; consents listed on Schedule 2.4 hereto and (df) From No provision of any applicable law or regulation shall prohibit, and there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against the date hereof through consummation of the Closing Date, sale and purchase of the Assets pursuant to this Agreement. (ig) there There shall have been no Material Adverse Effect and material adverse change in the Business or Purchased Assets or the operations, condition (iifinancial or otherwise), operating results or prospects of the Sellers, taken as a whole. (h) Sellers each employee identified on Exhibit D hereto shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of accepted employment with the Closing Date, to such effect.Buyer

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to be performed at or after the Closing (including the obligation to consummate the transactions contemplated by Closing) under this Agreement is shall be subject to the fulfillment, on satisfaction (or written waiver by Buyer) at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):conditions: (a) The (i) each of the representations and warranties made by Seller in Article 3 of Sellers set forth this Agreement, other than the Seller Fundamental Representations and the representation and warranty in this Agreement qualified as to materiality Section 3.11(b)(i) (No Material Adverse Effect), shall be true and correct in all respects (disregarding all materiality qualifications and those not exceptions contained therein, including qualifications and exceptions relating to materiality, materially adverse to the Business or Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except (A) to the extent such representations and warranties are made as of a specific date, in which case, such representations and warranties shall be true and correct only as of such date, and (B) for failures of such representations and warranties to be so qualified true and correct that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) each of the Seller Fundamental Representations shall be true and correct in all material respects, at respects as of the date of this Agreement and as of the ClosingClosing Date as though such representations and warranties were made or given on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (are made as of a specific date, in which case case, such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects only as of such date; and (iii) the representation and warranty set forth in Section 3.11(b)(i) (No Material Adverse Effect) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though such representation and warranty was made or given on and as of such earlier date)the Closing Date; and Buyer shall have received a certificate signed by an authorized officer of each Seller, Seller shall have delivered to Buyer a certificate dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed Date confirming that the signatory to such certificate shall foregoing conditions have no personal liability as a result of signing such certificate)been satisfied; (b) Sellers Seller shall have performed and complied or caused to be performed in all material respects respects, and complied with in all obligations and agreements material respects, all covenants (other than the Support Services described in Section 5.5(a) of the Disclosure Schedule) required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing Date, Closing; and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Seller shall have delivered to Buyer a certificate dated the Closing Date confirming that the foregoing conditions have been satisfied; (executed in corporate or limited liability company capacity, without liability c) no Material Adverse Effect shall have occurred after the date of this Agreement; and an authorized officer of Seller shall have delivered to Sellers’ signatory), Buyer a certificate dated as the Closing Date confirming that the foregoing condition has been satisfied; (d) Seller shall have delivered to Buyer all of the documents required to be delivered to Buyer at Closing Datepursuant to Section 9.2; (e) no Law or Governmental Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated, adopted, issued or enforced by any Governmental Authority of competent jurisdiction that is then in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (f) no unresolved Action by a Governmental Authority of competent jurisdiction shall have been commenced against Buyer, Seller or any of their respective Affiliates to such effectrestrain or prohibit the consummation of the transactions contemplated by this Agreement; (g) all waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or terminated; and (h) Seller shall have performed all of the Support Services described in Section 5.5(a) of the Disclosure Schedule in accordance therewith.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to purchase the Wavemaker Shares and to consummate the transactions transaction contemplated by this Agreement is shall be subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each all of the following conditions (precedent set forth in this Section 5.2. Buyer may waive any or all of which may be waived by Buyer these conditions, in whole or in part to the extent permitted by applicable Law):part, without prior notice, in its sole and absolute discretion. (a) The 5.2.1. All representations and warranties of the Sellers set forth contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified or in any of the Seller Documents shall be true and correct in all material respects, at respects as of the date hereof or thereof and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Sellerthe Sellers to the foregoing effect; 5.2.2. The Sellers shall have performed and complied with, dated in all material respects, all covenants, obligations and conditions required by this Agreement to be performed or complied with by the Sellers prior to or on the Closing Date, and Xxxxx shall have received a certificate signed by the Sellers to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (c) Sellers shall have delivered5.2.3. No injunction, order, or caused to decree of any Governmental Authority shall be delivered, to Buyer, all in effect which restrains or prohibits the consummation of the items set forth in Section 4.2, or such items are otherwise satisfied as of transaction contemplated by this Agreement at the Closing; and; (d) From the date hereof through the 5.2.4. On Closing Date, Date (i) there have been no material adverse changes or developments involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Holding Company and the Management Entities from the latest disclosures made by the Sellers to the Buyer, or (ii) no action, suit, or proceeding, at law or in equity, shall have been no Material Adverse Effect pending or threatened against the Holding Company or any Management Entities before or by any court or federal or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may materially adversely affect the business, operations, prospects, financial condition, or income of the Holding Company and/or Management Entities. 5.2.5. Buyer shall have received the documents required to be delivered by the Sellers pursuant to Section 2.2 hereof; 5.2.6. The form and (ii) substance of all Seller Documents shall be reasonably satisfactory to Buyer; and 5.2.7. The Sellers shall have delivered conveyed the Wavemaker Shares to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectaccordance with this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate purchase the transactions contemplated by this Agreement is Purchased Assets from Seller are subject to the fulfillmentsatisfaction, on or prior to before the Closing Datedate, of each all of the following conditions, which conditions (any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) A. The representations and warranties of Sellers set forth Seller and Spitz contained in this Agreement qualified as to materiality shall have been true in all material respects when made and, in addition, shall be true in all material respects on and correct as of the Closing date with the same force and those not so qualified effect as though made on and as of the Closing date. B. Seller and Spitz shall have, or have caused to be true performed and correct observed, in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required hereunder and shall have complied with all covenants and conditions contained in this Agreement to be performed or and complied with by them at or prior to the Closing Datedate. C. If, prior to the Closing date, any material part of the Purchased Assets is damaged by fire, other casualty, or any cause or activity not attributable to or under the control of Buyer, Seller shall give Buyer written notice thereof and Buyer may, at its option, terminate this Agreement by written notice of such election given to Seller no later than five (5) working days after receipt of Seller's notice, and upon giving such notice, both parties shall be fully discharged from all duties hereunder and all obligations hereof. However, if Buyer shall not so elect, or if an immaterial part of the Assets is damaged, then Seller hereby assigns to Buyer all of its rights, title and interest in and to any and all insurance proceeds payable by reason of such destruction or damage to the Purchased Assets and Seller hereby agrees to pay Buyer a sum equal to the deductible amount provided in such policies to the extent necessary to correct such damage. D. At or prior to the Closing, Seller and Spitz shall have received a certificate signed by an authorized officer executed the Non-Competition Agreement as provided in Article XIII herein. E. There shall not have been, between the date of each Seller, dated this Agreement and the Closing Datedate, to any materially adverse change in any of the forgoing effect in his Purchased Assets or her corporate (not personal) capacity (it being acknowledged the current operations of Seller. F. Seller and agreed that the signatory to such certificate Spitz shall have no personal liability furnished Buyer with such certificates in form and substance reasonably satisfactory to counsel for Buyer as a result of signing such certificate); (c) Sellers shall have delivered, or caused may be reasonably requested by counsel for Buyer to be delivered, to Buyer, all of evidence compliance with the items conditions set forth in Section 4.2this Section. G. Either (1) Seller shall have resolved the matters disclosed in Exhibit 10, or such items are otherwise satisfied (2) Buyer and Seller shall have agreed as to how those matters that will be handled. H. At or prior to Closing, Buyer and Spitz shall have completed the acquisition by Buyer from Spitz of the Closing; and (d) From Real Property pursuant to the date hereof through Real Estate Purchase Agreement, a true and correct copy of which is attached hereto as Exhibit 13, and the Closing Dateterms and conditions of which are incorporated herein by this reference, (i) there or, alternatively, in the event that, for any reason whatsoever, Buyer's acquisition of the Real Property from Spitz shall not be consummated in accordance with the Real Estate Purchase Agreement, Buyer and Spitz shall have been no Material Adverse Effect entered into a long-term Lease for the Real Property on terms and (ii) Sellers conditions acceptable to Buyer and its counsel. I. At or prior to the Closing, Buyer and Spitz shall have delivered to Buyer a certificate (executed the Employment Agreement as provided in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectArticle IX herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of Sellers set forth Seller contained in this Agreement qualified as including all Schedules to materiality shall be true and correct and those not so qualified this Agreement shall be true and correct in all material respects, respects at and as of the Closingtime of the Closing with the same effect as though made again at, and as of, that time, except such as will not have a material adverse effect and except such as would not reasonably be expected to the extent such representations and warranties expressly relate have a material adverse effect on Seller's ability to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)perform its obligations under this Agreement; (b) Sellers Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, executed by an officer of Seller certifying to the forgoing effect fulfillment of the conditions specified in his or her corporate (not personalSections 8.1(a) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)8.1(b) hereof; (cd) Sellers no provision of any Applicable Law shall prohibit, and there shall not be in effect any injunction, restraining order or decree issued by a court of competent jurisdiction or any governmental body that shall prohibit the consummation of this Agreement and there shall be no action or proceeding pending or threatened seeking any such injunction, order or decree; (e) Seller shall have deliveredreceived all consents, or caused approvals and Permits to be delivered, execute this Agreement and to Buyer, all of consummate the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closingtransactions contemplated hereby; and (df) From Buyer shall be furnished with an opinion of counsel to Seller and USTMAN, as to the date due execution and delivery of this Agreement and the documents delivered by Seller at Closing and substantially as to the matters set forth in Sections 4.1, 4.3, 4.4, 4.7 and 4.8 hereof through the Closing Date, (iqualified appropriately as to knowledge) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to such other matters as Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectmay reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated to be performed by Buyer on the Closing Date (and, if the Closing does not occur, to perform any other obligation on or after the Closing Date) under this Agreement is shall be subject to the fulfillment, on satisfaction (or written waiver) at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):conditions: (a) The each of the representations and warranties of Sellers set forth made by the Trust and DTUENY in this Agreement that is qualified as to materiality shall be true and correct in all respects when made and those not so qualified shall be true and correct in all material respects, respects at and as of the Closing, except to the extent Closing Date as though such representations and warranties expressly relate to an earlier date (in which case such were made or given on and as of the Closing Date, and each of the representations and warranties made by the Trust and DTUENY in this Agreement that is not qualified as to materiality shall be true and correct in all material respects when made and those not so qualified shall be true and correct in all material respects, respects at and as of the Closing Date as though such representations and warranties were made or given on and as of such earlier date)the Closing Date; and Buyer shall have received a certificate signed by an authorized officer of each Seller, the Trust shall have delivered to Buyer a certificate dated the Closing Date, to Date confirming the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing; (b) Sellers the Trust and DTUENY shall have performed and complied in all material respects respects, and complied with in all obligations and agreements material respects, all covenants required in by this Agreement to be performed or complied with by them prior to or at the Closing DateClosing, including the delivery of all documents described in Section 9.2; and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Trust shall have delivered to Buyer a certificate dated the Closing Date confirming the foregoing; (executed c) no change, event, development, condition, occurrence or combination of changes, events, developments, conditions or occurrences, including any change, event, development, condition or occurrence that reflects an adverse change in corporate the matters disclosed in the Disclosure Schedule, that, individually or limited liability company capacityin the aggregate, without liability has had or would reasonably be expected to Sellers’ signatory), dated as have a Material Adverse Effect shall have occurred after the date of this Agreement; and an authorized officer of the Trust shall have delivered to Buyer a certificate dated the Closing DateDate confirming the foregoing; (d) no Law or Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated, adopted, issued or enforced by any Governmental Entity that is then in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (e) no Litigation shall have been commenced or threatened, and no investigation by any Governmental Entity shall have been commenced, against Buyer, the Trust, DTUENY, any of their respective Affiliates or any of the equityholders, directors, managers or officers of any of the foregoing with respect to such effectthe transactions contemplated by this Agreement; (f) all waiting periods applicable to the transactions contemplated by this Agreement under applicable Regulatory Laws shall have expired or terminated, and all approvals and rulings by, and filings with, Governmental Entities in respect of the transactions contemplated by this Agreement under applicable Regulatory Laws shall have been obtained or made; and (g) Buyer shall have received the funding proceeds provided for by the Debt Financing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to need not consummate -------------------------------------------- the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of unless the following conditions (any or all of which may shall be waived by Buyer in whole or in part to the extent permitted by applicable Law):fulfilled: (a) The All proceedings taken in connection with the transactions contemplated herein and all instruments and documents required in connection therewith or incident thereto shall be reasonably satisfactory in form and substance to Christopher X. Xxxx xxx/xx Xxxxld Postex, xxxnsels for Buyer. (b) Except for changes in the ordinary course of business or as otherwise contemplated or permitted by this Agreement, the representations and warranties of Sellers set forth Seller and the Shareholder contained herein or in this Agreement qualified as any certificate or document delivered to materiality Buyer and/or Parent pursuant hereto shall be true and correct and those not so qualified shall be true and correct in all material respects, deemed to have been made again at and as of the Closing, except to the extent such representations Closing Date and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall then be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers Seller shall have performed and complied in all material respects with all obligations agreements and agreements conditions required in by this Agreement to be performed or complied with by them it prior to or at the Closing Date, ; and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there Parent shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), furnished with certificates of appropriate officers of Seller dated as of the Closing DateDate certifying to the fulfillment of the foregoing conditions. (c) Buyer and Parent shall have been furnished with an opinion dated as of the Closing Date of Kozloff Stoxxx, xxxxxxx for Seller, to the effect that, under the laws of the Commonwealth of Pennsylvania: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and to the best of such effectcounsel's knowledge, has all power and authority to carryon its business as now being conducted and to own its properties; (ii) Seller has full corporate power and authority to enter into each of the Agreements to the extent it is a party thereto and to consummate the transactions contemplated hereby and thereby; the execution, delivery and performance by Seller of the Agreements to which it is a party have been duly authorized by all requisite corporate action on the part of Seller; each of the Agreements to which it is a party have been duly executed and delivered by Seller and except as provided in such opinion (assuming due execution and delivery by the other party thereto) constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditors' rights generally from time to time in effect and general principles of equity; (iii) the instruments of conveyance and transfer executed by Seller and delivered to Buyer at the Closing have been duly authorized and executed by Seller and are valid in accordance with their terms and effective to assign, transfer and convey to Buyer at the Closing all of the Purchased Assets; (iv) to the best of such counsel's knowledge and to the extent that any of the following would materially and adversely affect the business of Seller, neither Seller nor any of the properties, assets and other rights referred to in the Bill of Sale xx subject to or bound by any agreement or any judgment, award, order, writ, injunction or decree of any court or of any governmental body or of any arbitrator to which Seller is a party or which specifically refers to Seller and notice of which has been delivered to Seller which could prevent the use by Buyer of the properties, assets and other rights referred to in the Bill of Sale xx the conduct by Buyer of the business of Seller, in each case in accordance with present practices, after the Closing Date or which, by operation of law, or pursuant to its terms, would be breached, terminate, lapse, or be subject to termination upon the consummation of the transactions contemplated herein absent the consent or other action of any third person or agency; and (v) except as provided in such opinion, counsel does not know of any action, suit or governmental, administrative, arbitration or regulatory proceeding or investigation pending or threatened against or relating to Seller. In rendering the foregoing opinions, Kozloff Stouxx xxx xxxx xxon information and certificates provided by one or more officers of Seller and of certificates provided by public officials and such opinions shall be subject to such conditions and limitations as Kozloff Stouxx xxx xxxxxxxbe. (d) No action, suit or proceeding before any court or governmental or regulatory authority shall be pending, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against Buyer or Seller or Parent or any of the principals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking material damages in connection with any such transactions. (e) All consents of third parties including, without limitation, governmental authorities and self-regulatory agencies, and all filings with and notifications of governmental authorities, regulatory agencies (including non-governmental self-regulatory agencies) or other entities which regulate the business of Seller or Buyer or Parent, necessary on the part of Seller or Buyer or Parent, or their respective subsidiaries or affiliates, to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and to permit the continued operation of the respective businesses of Seller and Buyer and their respective subsidiaries in substantially the same manner after the Closing Date as theretofore conducted, other than routine post-closing notifications or filings, shall have been obtained or effected. (f) All consents required for the assignment of all contracts, patents, trademarks, copyrights and other intangibles and other agreements necessary for the continued operation of the business of Seller after the Closing Date on substantially the same basis as presently operated shall have been obtained. (g) The employment agreement executed and delivered by Michael Gallxx xxxxx xx xx full force and effect and there shall not have occurred any default or repudiation thereof. (h) Individuals holding not less than one hundred percent (100%) of the voting stock of Seller shall have executed this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase of the Xxxxxxx Shares under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (conditions, any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closingdate hereof and the Closing Time with the same force and effect as though made at and as of the Closing Time, except to for any representation or warranty made or given as of a specified date, which shall have been true and correct in all material respects as at such date. For purposes of this Section 7.1(a), the extent such representations and warranties expressly relate to an earlier date (of Seller in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified this Agreement shall be true and correct in all material respectsrespects unless the facts, on and as of events or circumstances giving rise to any untruths or inaccuracies in such earlier date); and Buyer shall representations or warranties have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing same effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateMaterial Adverse Effect (as defined in Section 11.9); (b) Sellers Seller shall have performed and complied in all material respects with all obligations the agreements and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed of a director of Seller certifying that the signatory to such certificate shall have no personal liability as a result of signing such certificateconditions specified in Sections 7.1(a);, 7.1(b), 7.1(d) and 7.1 (c1) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; andbeen satisfied; (d) From There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction which prohibits the date hereof through consummation of the Closing Datetransactions contemplated by this Agreement, and there shall not be any action, suit or proceeding pending or threatened before any court of competent jurisdiction, arbitrator or Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling or change would (i) there prevent consummation of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (e) No statute, rule or regulation shall have been no Material Adverse Effect enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated herein or makes such consummation illegal; (f) Any waiting periods applicable to the consummation of the transactions contemplated hereby under applicable Law, shall have expired or been terminated, and without limiting the foregoing, with respect to the Mergers, Take-overs and Monopolies (Control) Xxx 0000, as amended (the "Mergers Act"), either (i) the Minister of Enterprise, Trade and Employment (the "Minister") shall have stated in writing that he or she does not intend to make an order under Section 9 of the Mergers Act in relation to the transactions contemplated by this Agreement, or (ii) Sellers if the Minister makes such an order subject to conditions, Buyer shall have accepted such conditions, or (iii) if the Minister does not make such an order and does not state in writing that he or she does not intend to make such an order, the applicable time period under Section 6 of the Mergers Act shall have lapsed; (g) Seller shall have executed and delivered to Buyer the documents identified in Section 7.3 hereof; (h) Seller shall have delivered the Xxxxxxx Shares to Buyer; (i) Buyer shall have received evidence satisfactory to Buyer that Seller has obtained all third-party consents described in Section 4.4 of the Disclosure Statement; (j) Seller shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacityresignations of all officers, without liability to Sellers’ signatory)directors and employee benefit plan trustees of Xxxxxxx and each Subsidiary, dated each effective as of the Closing Time and duly executed under seal and confirming that they have no claim against Xxxxxxx and/or its Subsidiaries for loss of office or otherwise; (k) On the Closing Date, the other Truck Mounted Transactions (as defined in Section 11.9) shall have been consummated simultaneously herewith; (l) Buyer's environmental due diligence shall not have indicated liabilities and/or to such effectthe extent reasonably likely to occur, potential liabilities that constitute or can reasonably be expected to constitute a Material Adverse Effect; (m) Seller shall have caused the dissolution of the Dormant Subsidiaries or, alternatively, the transfer of the shares of the Dormant Subsidiaries to an Affiliate of Seller without recourse to Xxxxxxx, in each case in a manner reasonably acceptable to Buyer and without any liability to Xxxxxxx or Buyer with respect to the pre- or post-closing operations of the Dormant Subsidiaries; and (n) Seller shall have transferred to Buyer, in a manner reasonably acceptable to Buyer, all shares of Xxxxxxx Sales and Service Limited, a Northern Ireland company, that are owned by Seller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate complete the transactions contemplated by this Agreement purchase of Purchased Assets as provided for herein is subject to the fulfillment, fulfillment or satisfaction on or prior to before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):writing. (a) The All representations and warranties of Sellers set forth Seller contained in this Agreement qualified as or in any certificate or other document delivered to materiality Buyer pursuant hereto shall be accurate, complete, true and correct and those not so qualified shall be true and correct in all material respects, as of the Closing Date with the same effect as though made at and as of the Closing, Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and speak as of such earlier a particular date); , without giving effect to any disclosures made in the Supplementary Schedules, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory Seller to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Sellers There shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities (absolute, accrued, contingent or otherwise), prospects, earning power, commercial relationships, reserves, business or operations of Seller or the School from and after the date of this Agreement; (c) Seller shall have performed and complied in all material respects with all obligations of the obligations, covenants and agreements required contained in this Agreement to be performed by Seller on or complied with by them prior to before the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller to such effect; (d) All instruments and documents required on Seller's part to effectuate and consummate the transactions contemplated hereby as of the Closing, dated including those described in Section 3.02, shall be delivered by Seller and shall be in form and substance satisfactory to Buyer and its counsel; (e) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the Closing Datetransactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions; (f) Seller and Buyer shall have obtained all required regulatory approvals that are capable of being obtained prior to Closing, including, but not limited to, all registrations, licenses, permits and approvals required by (i) the FAA, and (ii) any governmental entity or agency or other regulatory body to operate the School in the Commonwealth of Massachusetts and all local jurisdictions contained therein (including, without limitation, the Commonwealth of Massachusetts's consent to the forgoing effect return to Seller of the existing letter of credit in his the face amount of $100,000 issued by Citizens Bank to the Commonwealth of Massachusetts Department of Education for the account of Seller and the substitution by Buyer of a similar letter of credit or her corporate (not personal) capacity (it being acknowledged and agreed that other collateral acceptable to the signatory to such certificate shall have Massachusetts Department of Education, with no personal liability adverse impact on the School as a result of signing such certificatethereof); (cg) Sellers Buyer shall be reasonably satisfied that, with respect to all required regulatory approvals that are not capable of being obtained prior to Closing, Buyer will be able to obtain all such other required regulatory approvals within a reasonable time period after the Closing Date without material expense or undue burden; (h) The School shall have deliveredreceived all required accreditation approvals and shall not have received from any accrediting agency or body (including, without limitation, ACCSCT) any "show cause" letter or other notice which would tend to call into question the validity of such accreditation or the ability of the School to maintain such accreditation in good standing at any time after the Closing Date; (i) All third party consents required by the transactions contemplated hereby shall have been obtained (including, without limitation, all necessary consents of other parties to the Assumed Contracts); (j) Buyer shall have received satisfactory evidence that all liens (other than the obligations of Seller described in Section 2.03(iv) and 2.03(viii)) on the Purchased Assets have been terminated and completely released of record, or caused to will be delivered, to Buyer, all terminated and completely released of record concurrently with the Closing; (k) Buyer shall have received from the landlords of the items set forth Facilities executed estoppel certificates and consents to the Lease Assignments; (l) Buyer shall have completed its due diligence investigation of Seller and the School and shall be satisfied, in Section 4.2its reasonable discretion, or with the results of such items are otherwise satisfied as of the Closinginvestigation; and (dm) From the date hereof through The Class B membership interests in Seller shall have been redeemed by Seller on or before the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (ai) The the representations and warranties of Sellers Seller and the Company set forth in this Agreement qualified as to materiality (other than the Fundamental Representations and the representation and warranty set forth in clause (a) of Section 4.22) shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct on and those as of such date) (without giving effect to any materiality or Material Adverse Effect qualifications contained therein), except for such failures to be true and correct which, individually or in the aggregate, would not so qualified reasonably be expected to result in a Material Adverse Effect; and (ii) the Fundamental Representations and the representation and warranty set forth in clause (a) of Section 4.22 shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date (except to the extent such representations relate to an earlier date, in which case such representations shall be true and correct in all respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers the Company and Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by each of them on or prior to the Closing Date, and Buyer ; (c) the Company shall have received delivered to Buyer a certificate certificate, dated the Closing Date and signed by an authorized officer of each Sellerthe Company, as to the fulfillment of the conditions set forth in Section 7.1(a) and Section 7.1(b) with respect to the Company; (d) Seller shall have delivered to Buyer a certificate, dated the Closing DateDate and signed by an authorized officer of Seller, as to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all fulfillment of the items conditions set forth in Section 4.27.1(a) and Section 7.1(b) with respect to Seller; (e) Buyer shall have received the items required to be delivered by Buyer pursuant to Section 1.5; (f) there shall not be in effect any Law or Order restraining, enjoining or such items are otherwise satisfied as prohibiting the consummation of the Transaction; (g) the waiting period, together with any extensions thereof, applicable to the Transaction under the HSR Act shall have expired or early termination shall have been granted; (h) the Property Transaction shall have been consummated or closed into escrow contemporaneously with or prior to the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated occurred and be continuing as of immediately prior to the Closing Date, to such effectClosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, Buyer all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Sellers set forth in this Agreement and the Company qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects (other than the Fundamental Representations made by Sellers or the Company, which representations and warranties shall be true and correct in all respects), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers and the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer copies of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged such resolutions and agreed that the signatory to such certificate shall have no personal liability other documents evidencing performance thereof as a result of signing such certificate)Buyer may reasonably request; (c) Sellers since the date hereof, there shall not have occurred a Material Adverse Effect; (d) excluding any Legal Proceeding (or Order resulting from any Legal Proceeding) initiated by Buyer against the Company or Sellers, no Legal Proceedings shall have deliveredbeen instituted or threatened seeking to restrain or prohibit, or caused to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) the filings of Buyer and the Company pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; (f) sixty (60) days or such other period as determined by Buyer in its sole discretion shall have elapsed since the Negative Consent Notice was sent to Customers by the Company and the Subsidiaries and the Company and Subsidiaries have not received notices of non-consent from more than ten (10%) percent of the Significant Customers who were required to receive a Negative Consent Notice; (g) the Assets Under Administration as of the end of the trading day immediately preceding a determination date to be deliveredmutually agreed upon by the Company and Buyer, which determination date shall in no event be earlier than five (5) Business Days prior to the anticipated Closing Date, shall be not less than 96.5% of the Assets Under Administration as of the end of the trading day on the date hereof (it being understood that Assets Under Administration as of the date of determination shall be determined without reference to any increase or decrease in value of an underlying asset due to changes resulting from market changes or fluctuations after the date hereof); (h) the Company and the Subsidiaries shall have, immediately prior to the Closing, at least 95% of the IC Representatives as the Company and the Subsidiaries had as of the date hereof; and (i) Buyer shall have received Financing satisfactory to Buyer, in its sole discretion, to pay the Purchase Price; (j) Buyer shall have received all of the items Closing deliverables listed in Section 2.7; and (k) Buyer and Sellers hereby acknowledge and agree that the Closing conditions set forth in Section 4.2, or such items 7.1(f) are otherwise satisfied as of the Closing; and (ddate of this Amendment, and such conditions set forth in Section 7.1(f) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered longer be a condition to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectclosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The Each and every obligation of Buyer to consummate be performed on the transactions contemplated by this Agreement is Closing Date shall be subject to the fulfillmentsatisfaction, on or waiver by Buyer in Buyer’s sole discretion, prior to or at the Closing Date, of each of the following express conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent:‌ (a) The there shall not have occurred a Material Adverse Effect; (b) (i) the representations and warranties of Sellers set forth in this Agreement qualified as to materiality Sections 3.1, 3.2 and the first two sentences of Section 3.4 shall be shall be true and correct in all respects as of the date hereof and those as of the Closing Date as if then made and (ii) all other representations and warranties of Seller contained in this Agreement or in any other document, certificate or agreement delivered in connection herewith (x) that are qualified as to “materiality,” “Material Adverse Effect” and similar phrases shall be true and correct in all respects as of the date hereof and as of the Closing Date as if then made, and (y) that are not so qualified shall be true and correct in all material respects, at respects as of the date hereof and as of the ClosingClosing Date as if then made, except to the extent unless such representations and warranties expressly relate speak as to an earlier date (a certain date, in which case such representations and warranties qualified as to materiality shall be so true and correct and those not so qualified as of such date; (c) Seller shall be true and correct have performed, in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed its obligations and complied in all material respects with all obligations and agreements required in this Agreement each of its covenants necessary to be performed or complied with by them prior to it on or before the Closing Date, and Closing; (d) Seller shall have obtained all of the Required Consents; (e) Buyer shall have received a certificate signed by an authorized officer Evidence of each Seller, dated the Closing Date, to the forgoing effect Seller Consent and all documents incident thereto shall be reasonably satisfactory in his or her corporate (not personal) capacity (it being acknowledged form and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, substance to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there and Seller shall have been no Material Adverse Effect and (ii) Sellers shall have delivered made available to Buyer a certificate (executed for examination the originals or true and complete copies of all documents that Buyer may reasonably request in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of connection with the Closing Date, to such effect.transactions contemplated by this Agreement;‌

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on satisfaction (or waiver by Buyer) at or prior to the Closing Date, Date of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):additional conditions: (a) Accuracy of WHF Parent's and the Sellers' Representations and Warranties. The representations and warranties of WHF Parent and the Sellers set forth contained in this Agreement (x) that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects and those (y) that are not so qualified shall be true and correct in all material respects, at in each case on and as of the ClosingClosing Date with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent such representations and warranties expressly relate to are by their express provisions made as of an earlier date (date, in which case such representations and warranties qualified as to materiality they shall be true and correct and those not so qualified shall be correct, or true and correct in all material respects, on and as the case may be, as of such earlier date), except for the effect of any activities or transactions which are contemplated by this Agreement; and Buyer shall have received a certificate from each Seller and WHF Parent signed by an a duly authorized officer of each Seller, dated such Seller or WHF Parent confirming the foregoing as of the Closing Date, Date with respect to the forgoing effect in his representation and warranties made by such Seller or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);WHF Parent. (b) Covenants and Agreements of WHF Parent and the Sellers. WHF Parent and the Sellers shall have performed and complied with all of their respective covenants and agreements hereunder in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to through the Closing Date, Closing; and Buyer shall have received a certificate from each Seller and WHF Parent signed by an a duly authorized officer of each Seller, dated such Seller or WHF Parent confirming the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated foregoing as of the Closing Date, Date with respect to the covenants and agreements of such effectSeller or WHF Parent.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Sale Transaction is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of the Sellers set forth contained in this Agreement qualified as to materiality Agreement, other than the representations and warranties in Section 4.13 and Section 4.14 which shall be true and correct and those not so qualified addressed in subsection (c) below, (disregarding any “materiality” or “Seller Material Adverse Effect” qualifications contained therein) shall be true and correct in all material respects, at and respects as of the Closing, Closing (except to the extent such representations and warranties that expressly relate to address an earlier date (in date, which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); , except where the failure to be so true and correct has not, individually or in the aggregate, had and would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his foregoing effect; provided, if Buyer determines that there has been a breach or her corporate (not personal) capacity (inaccuracy of any of the Sellers’ representations and warranties, it being acknowledged and agreed shall provide the Sellers with notice of such breach or inaccuracy as promptly as reasonably practicable so that the signatory Sellers may attempt to cure such certificate shall have no personal liability as a result of signing such certificate)breach or inaccuracy to Buyer’s reasonable satisfaction on or before the Closing Date; (b) the Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to or on the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect effect; provided, if Buyer determines that there has been a breach of any of the Sellers’ obligations and agreements required in his or her corporate (not personal) capacity (this Agreement, it being acknowledged and agreed shall provide the Sellers with notice of such breach as promptly as reasonably practicable so that the signatory Sellers may attempt to cure such certificate shall have no personal liability as a result of signing such certificate);breach to Buyer’s reasonable satisfaction on or before the Closing Date. (c) Sellers shall have deliveredthe aggregate value as of Closing attributable to acts, omissions, conditions or caused to be delivered, to Buyer, all of events that occur on or after the items set forth Execution Date that make the Sellers’ representations concerning environmental matters in Section 4.2, 4.13 and title matters in Section 4.14 not true and correct (disregarding any “materiality” or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no “Seller Material Adverse Effect and (iiEffect” qualifications contained therein) Sellers shall have delivered is less than $11,550,000.00. The value attributable to Buyer a certificate (executed title matters in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.Section

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions transaction contemplated by this Agreement is shall be subject to the fulfillment, satisfaction on or prior to before the Closing Date, Date of each all of the following conditions (conditions, any or all of which may be waived by Buyer Xxxxx in whole or in part to the extent permitted by applicable Law):its absolute discretion: (a) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller at or prior to Closing; (b) All of the representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and respects as of the Closing, except date of Closing (subject to the extent such representations and warranties changes expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in permitted under this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer changes reflecting termination or commencement of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (Leases not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateviolating Section 7.2(b)); (c) Sellers Seller shall have delivered, or caused delivered to be delivered, to Buyer, Buyer all of the items set forth required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to those provided for in Section 4.2, or such items are otherwise satisfied ; (d) The Title Company shall be irrevocably committed to issue the Title Policy to Buyer with an effective date and time as of the date and time of the Closing; and (de) From the date hereof through At least five (5) business days prior to the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Seller shall have delivered to Buyer Conforming Estoppels from each of the following: (1) each of , and (each a certificate “Major Xxxxxx”); and (executed 2) other tenants who are party to Leases which, when combined with the Leases of the Major Tenants, cover no less than percent ( %) of the rentable square footage, in corporate or limited liability company capacitythe aggregate, without liability to Sellers’ signatory), dated in the Property as of the Closing Effective Date, to such effect.. As used herein,

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate purchase the transactions contemplated by this Agreement Assets and close hereunder is subject to the fulfillment, on satisfaction of each of the conditions set forth in this Section 7.1 at or prior to the Closing DateClosing. Buyer may, however, waive the fulfillment of each any of the following these conditions (prior to Closing, but any or all of which may waiver must be waived in writing duly executed by Buyer in whole or in part to the extent permitted by applicable Law):Xxxxx. (a) The Manufacturer shall have offered Buyer a new dealer sales and service agreement for the Dealership on terms reasonably acceptable to Buyer; and the Manufacturer shall have approved Buyer as an approved Dealer-Principal. Buyer and Seller covenant to the other that they will each cooperate in the execution of any required forms or documents to be submitted to the Manufacturer to obtain the Manufacturer’s approval for Buyer’s purchase of the Dealership. Buyer shall have received confirmation that the Dealership’s facility is image-compliant with Manufacturer dealership standards. (b) All representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects when made and shall be deemed to have been made again at and as of the date of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall then be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (bc) Sellers shall have performed All covenants, agreements and complied in all material respects with all obligations and agreements required in by the terms of this Agreement to be performed by Seller at or complied with by them prior to the Closing Dateshall have been duly and properly performed or fulfilled in all material respects. (d) At the Closing, Seller shall provide a certificate of its President to the effect that there has been no material adverse change in the Assets (taken as a whole) or business of the Dealership from and after the date hereof. (e) All proceedings, required with by Seller’s Limited Liability Company Agreement or otherwise, required to be taken by Seller in connection with the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken, and Buyer shall have received a certificate signed copies of all documents, resolutions and certificates incident thereto, duly certified by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied Seller as of the Closing; and, shall have been delivered to Buyer. (df) From Buyer shall have completed its due diligence investigation and shall have had notified Seller in writing within thirty (30) Days from the date hereof through (the Closing Date“Due Diligence Period”) that the results thereof are not satisfactory in its sole discretion. Failure by Buyer to notify Seller of its election to terminate this Agreement by 5:00 p.m. on the first business days following expiration of the Due Diligence Period on account of its due diligence investigation shall be deemed as a waiver by Buyer of this condition precedent. (g) Floor plan financing for Dealership inventory shall be offered to Buyer on terms and in amounts as are commercially reasonable, with Buyer having used best commercial and diligent efforts from and after the date hereof to procure the same from available sources, including but not limited to Nissan Motor Acceptance Corporation. (h) Buyer shall have obtained a Massachusetts Auto Dealer License with respect to the Dealership, with Xxxxx having used best commercial and diligent efforts from and after the date hereof to procure the same. (i) there Seller shall have been no Material Adverse Effect and obtained all Required Consents. (iij) Sellers The parties shall have delivered complied with applicable statutory provisions of Massachusetts law relating to bulk transfers, and, if required, Seller shall have furnished Buyer with the required Affidavit of Seller to Creditors within a certificate (executed in corporate or limited liability company capacity, without liability sufficient time prior to Sellers’ signatory), dated as of the Closing Date, to such effectpermit compliance with applicable bulk sales laws. (k) Xxxxx and Landlord shall have agreed upon a written instrument by which Xxxxx shall assume Seller’s obligations under the Lease (the “Assumption Agreement”).

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The the representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified Article III shall be true and correct in all material respects, at and as of the Closing, except to the extent such respects (other than those representations and warranties expressly relate to an earlier date (in which case such representations and warranties of Seller that are qualified as to materiality shall be true and correct and those not so qualified materiality, which shall be true and correct in all material respects, on ) as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Sellertime (with such exceptions, dated the Closing Dateif any, necessary to the forgoing give effect in his to events or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificatetransactions expressly permitted herein); (b) Sellers Seller shall have performed and complied performed, in all material respects with respects, all obligations and agreements required in this Agreement complied with all covenants contained herein that are necessary to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his it at or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)before Closing; (c) Sellers Seller shall have delivereddelivered (or be ready, willing and able to deliver), to Buyer at Closing, all Closing deliveries described in Section 6.4(a); (d) no Assets shall have been damaged or caused destroyed by fire or other casualty; (e) with respect to the Assets, all consents and approvals have been obtained or waived and all Preferential Rights have been waived or the time period for election of any such Preferential Right has elapsed; (f) as applicable, each of the Schedules shall have been updated to a time as near to Closing as is practical; (g) Seller shall have fully performed all of its obligations under the Xxxxxx Agreement which are required to be delivered, performed prior to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (dh) From the date hereof through the Closing Dateall other actions, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Dateother, to such effectbe taken by Seller in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Xxxxx and Xxxxx’s counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part conditions, except to the extent permitted by applicable Law):Buyer shall have waived in writing satisfaction of such condition: (a) The representations and warranties of Sellers set forth made by each Seller in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and respects as of the Closing, except to date of this Agreement and on the extent Closing Date as though such representations and warranties expressly relate to an earlier date (in which case were made on such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (b) Sellers Seller shall have performed and complied in all material respects with all obligations covenants, agreements, representations, warranties and agreements undertakings required in by this Agreement to be performed or complied with by them Seller prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);Closing. (c) Sellers No action, suit or proceeding before any court or any governmental or regulatory authority shall have deliveredbeen commenced, no investigation by any governmental or caused regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened against any party hereto, seeking to be deliveredrestrain, to Buyerenjoin, all rescind, prevent or change the transactions contemplated hereby or questioning the validity or legality of the items set forth any of such transactions or seeking damages in Section 4.2, or connection with any of such items are otherwise satisfied as of the Closing; andtransactions. (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Seller shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as all of the Closing Date, documents required by Section 10.1 hereof. (e) The FCC Consent shall have become a Final Order. (f) Seller shall have obtained and shall have delivered to such effectBuyer all third-party consents to the assignment of the Contracts which consents shall not have as a condition thereof any modifications to the terms thereof or any payment by-Buyer to consummate the assignment. (g) There shall have been no material adverse change since the date of this Agreement in the Station Assets or the operations of the Station.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (ai) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified the Fundamental Representations shall be true and correct in all material respects, at respects on and as of the Closing, except to the extent such representations and warranties expressly relate to made as of an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all respects as of such earlier date (in each case except for any failure to be so true and correct that is de minimis in nature); and (ii) all other representations of Sellers contained in this Agreement (without giving effect to any materiality limitations, such as “material,” “in all material respects, ” and “Material Adverse Effect” set forth therein) shall be true and correct on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); , except in either case for any failure of any such representation and Buyer shall have received warranty to be so true and correct that has not had, individually or in the aggregate, a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)Material Adverse Effect; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to or on the Closing Date, and ; (c) Buyer shall have received from Sellers a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed Sellers on behalf of Sellers certifying that the signatory to such certificate shall conditions set forth in ‎Section 7.2(a), ‎Section 7.2(b) and ‎Section 7.2(d) have no personal liability as a result of signing such certificate)been satisfied; (cd) since the date of this Agreement, there shall not have been any Material Adverse Effect; (e) Sellers shall have deliveredassumed and assigned to Buyer the Closing Assumed Contracts and the Additional Assumed Contracts, in each case pursuant to Section 365 of the Bankruptcy Code, the Sale Order, the Bid Procedures Order and Section 1.5 subject to Buyer’s provision of adequate assurance of future performance in respect of the Closing Assumed Contracts and the Additional Assumed Contracts as may be required under Section 365 of the Bankruptcy Code; and (f) Sellers shall have delivered (or caused to be delivered, to Buyer, all ) each of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through documents and instruments to be delivered by Sellers at the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered pursuant to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect‎Section 2.5.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase of the Princeton Assets under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (conditions, any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closingdate hereof and the Closing Time with the same force and effect as though made at and as of the Closing Time, except to for any representation or warranty made or given as of a specified date, which shall have been true and correct in all material respects as at such date. For purposes of this Section 7.1(a), the extent such representations and warranties expressly relate to an earlier date (of Seller in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified this Agreement shall be true and correct in all material respectsrespects unless the facts, on and as of events or circumstances giving rise to any untruths or inaccuracies in such earlier date); and Buyer shall representations or warranties have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing same effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateMaterial Adverse Effect (as defined in Section 11.9); (b) Sellers Seller shall have performed and complied in all material respects with all obligations the agreements and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, to of the forgoing effect in his President or her corporate (not personal) capacity (it being acknowledged and agreed a Vice President of Seller certifying that the signatory to such certificate shall conditions specified in Sections 7.1(a), 7.1(b), 7.1(d) and 7.1 (1) have no personal liability as a result of signing such certificate)been satisfied; (cd) Sellers There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement, and there shall not be any action, suit or proceeding pending or threatened before any court of competent jurisdiction, arbitrator or Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling or change would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (e) No statute, rule or regulation shall have delivered, or caused to be delivered, to Buyer, all been enacted by any Governmental Authority which prohibits the consummation of the items transactions contemplated herein or makes such consummation illegal; (f) The waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated; (g) Seller shall have executed and delivered to Buyer the documents identified in Section 7.3 hereof; (h) Seller shall have delivered or provided Buyer with access to the Princeton Assets; (i) Buyer shall have received evidence satisfactory to Buyer that Seller has obtained all third-party consents described in Section 4.4 of the Disclosure Statement; (j) On the Closing Date, the other Truck Mounted Transactions (as defined in Section 11.9) shall have been consummated simultaneously herewith; (k) Buyer's environmental due diligence shall not have indicated changes in the findings set forth in Section 4.2, or such items are otherwise satisfied as any of the Closingenvironmental reports listed in Section 4.18 of the Disclosure Statement which, individually or in the aggregate, indicates liabilities and/or to the extent reasonably likely to occur, potential liabilities that constitute or can reasonably be expected to constitute a Material Adverse Effect; and (dl) From the date hereof through the Closing Date, (i) there Seller shall have been no Material Adverse Effect executed and (ii) Sellers shall have delivered to Buyer a certificate (executed guaranty in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as substantially the form of the Closing Date, to such effectExhibit B attached hereto.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate complete the transactions contemplated by this Agreement purchase of Purchased Assets as provided for herein is subject to the fulfillment, fulfillment or satisfaction on or prior to before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):writing. (a) The All representations and warranties of Sellers set forth contained in this Agreement qualified as or in any certificate or other document delivered to materiality Buyer pursuant hereto shall be accurate, complete, true and correct and those not so qualified shall be true and correct in all material respects, as of the Closing Date with the same effect as though made at and as of the Closing, Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and speak as of such earlier a particular date); , and Buyer shall have received a certificate signed by an a duly authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory Sellers to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) There shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities (absolute, accrued, contingent or otherwise), prospects, earning power, commercial relationships, reserves, business or operations of the Sellers or any of the Schools from and after the date of this Agreement; (c) Sellers shall have performed and complied in all material respects with all obligations of the obligations, covenants and agreements required contained in this Agreement to be performed by Sellers on or complied with by them prior to before the Closing Date, and Buyer shall have received a certificate signed by an a duly authorized officer of each SellerSellers to such effect; (d) All instruments and documents required on Sellers' part to effectuate and consummate the transactions contemplated hereby as of the Closing, dated including all those deliveries described in Section 3.02, shall be delivered by Sellers and Xxxxx and shall be in form and substance reasonably satisfactory to Buyer and its counsel; (e) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions; (f) Sellers and Buyer shall have obtained all required regulatory approvals that are capable of being obtained prior to Closing, including, but not limited to, all registrations, licenses, permits and approvals required by any governmental entity or agency or other regulatory body to operate the Schools in the State of California; (g) Buyer shall be reasonably satisfied that, with respect to all required regulatory approvals that are not capable of being obtained prior to Closing, Buyer will be able to obtain all such other required regulatory approvals within a reasonable time period after the Closing Date without material expense or undue burden; (h) The Schools shall have received all required accreditation approvals and shall have received from all current accrediting agencies or bodies which accredit the Schools (with the exception of ACCET, the approval for which shall be obtained after the Closing) approval of the change of ownership of the Schools, and shall not have received from and after the date of this Agreement any "show cause" letter or other notice which would tend to call into question the validity of such accreditation or the ability of the Schools to maintain such accreditation in good standing at any time after the Closing Date; (i) All third party consents required by the transactions contemplated hereby shall have been obtained (including, without limitation, all necessary consents of other parties to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateMaterial Assumed Contracts); (cj) Sellers Buyer shall have delivered, or caused to be delivered, to Buyer, received satisfactory evidence that all liens (other than the Permitted Exceptions) on the Purchased Assets have been terminated and completely released of record; (k) Buyer shall have received from the landlords of the items set forth in Section 4.2, or such items are otherwise satisfied as Facilities executed estoppel certificates and consents to the Lease Assignments; (l) Buyer shall have received a certificate of the ClosingSecretary of LTU setting forth (A) that the transactions contemplated by this Agreement have been approved by the Board of LTU, that the notice required by Section 5913 of the California Corporations Code has been given, and (B) that the Attorney General for the State of California has declined to object to such transactions during the statutory review period therefor; and (dm) From the date hereof Seller shall have provided evidence satisfactory to Buyer that all debts incurred through the Closing DateDate relating to the School, including lender and other payables, regulatory fines, repayment, refunds, and all known obligations or liens (other than Assumed Liabilities) have been satisfied and paid in full or will be satisfied and paid in full from the Cash Consideration immediately after the Closing, except for (i) there shall have been no Material Adverse Effect and any debts listed on Schedule 2.04, (ii) Sellers shall have delivered any amounts payable to Buyer a certificate Xxxxx, and (executed in corporate iii) any amounts payable by LTU or limited liability company capacity, without liability LTUX to Sellers’ signatory), dated as of the Closing Date, to such effectother.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall Article III (other than the Fundamental Representations) must be true and correct as of date hereof and those not so qualified shall as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case as of such earlier date), without giving effect to any updates provided by Seller pursuant to Section 5.8 of this Agreement; (b) the Fundamental Representations (other than the representations set forth in Section 3.2, Section 3.3 and Section 3.9(a)) must be true and correct in all material respects, at respects as of date hereof and as of the Closing, Closing Date as if made anew as of such date (except to the extent any such representations representation and warranties warranty expressly relate relates to an earlier date (date, in which case as of such earlier date) (without giving effect to any updates provided by Sellers pursuant to Section 5.8 of this Agreement); and (c) the representations of Sellers set forth in Section 3.2, Section 3.3 and warranties qualified as to materiality shall be true and correct and those not so qualified shall Section 3.9(a) of this Agreement must be true and correct in all material respectsrespects (other than immaterial clerical errors) as of date hereof and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, on and in which case as of such earlier date); and Buyer shall have received a certificate signed ) (without giving effect to any updates provided by an authorized officer Sellers pursuant to Section 5.8 of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificatethis Agreement); (bd) Sellers shall have performed and complied in all material respects with all obligations and agreements required in provisions of this Agreement required to be performed or complied with by them on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (ce) Sellers there shall have deliverednot be in effect any Order restraining, enjoining or caused to be delivered, to Buyer, all otherwise prohibiting the consummation of the items set forth in Section 4.2, or such items are otherwise satisfied as transactions contemplated hereby; (f) there must not have been any Material Adverse Effect since the date of the Closingthis Agreement; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (iig) Sellers shall have delivered the documents and instruments required to Buyer a certificate (executed in corporate or limited liability company capacity, without liability be delivered by them pursuant to Sellers’ signatorySection 2.5(a), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on satisfaction at or prior to the Closing Date, of each of the following conditions (set forth below; provided, however, that, notwithstanding the failure of any one or all more of which such conditions, Buyer may be waived by Buyer nevertheless proceed with the Closing without satisfaction, in whole or in part to the extent permitted part, of any one or more of such conditions, but only if a written waiver thereof is executed by applicable Law):Buyer: (a) The Each of the representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified contained herein shall be true and correct in all material respects, at and as of the Closing, except to the extent respects (other than such representations and warranties expressly relate to an earlier date (in that are qualified by a materiality standard, which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, ) on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be true only as of such earlier date); . (b) All of the covenants and Buyer agreements required by this Agreement to have been performed and complied with by Sellers prior to or on the Closing Date shall have received been performed and complied with prior to or on the Closing Date. (c) Since the date of this Agreement, there shall not have occurred a certificate signed Seller Material Adverse Change. (d) No preliminary or permanent injunction or other Judgment of any court restraining or prohibiting the consummation of the transactions contemplated hereby shall be in effect. No Proceedings shall have been instituted or threatened by an authorized officer any Person (including any Authority) (i) seeking to prohibit, restrict or delay, declare illegal or to enjoin or obtain Damages from Buyer in respect of, the consummation of each Sellerthe transactions contemplated hereby or by the Related Agreements or (ii) which, if adversely determined, would, in Buyer's good faith judgment, cause a Seller Material Adverse Effect. (e) All consents, approvals or orders of any Authority or other third party the granting of which is required for the consummation of the transactions contemplated herein or for the ProTrader Group to conduct its business after the Closing Date in substantially the same manner as currently conducted shall have been obtained and all waiting periods the expiration of which is required under applicable Legal Requirements, including under the Hart Scott Rodino Act, shall have expired or been terminated. (x) Xxxxx shall receive (1) a certificate, dated the Closing Date, from each of the Sellers as to their respective compliance with the forgoing effect conditions set forth in his or her corporate (not personalSections 6.1(a) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed ), as such conditions relate to representations and complied in all material respects with all obligations warranties made by, and agreements required in this Agreement covenants to be performed or complied with by them prior to the Closing Dateby, such Seller and Buyer shall have received (2) a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, from the Class A Unit Holders as to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all satisfaction of the items conditions set forth in Section 4.2, or such items are otherwise satisfied as 6.1(a)-(e). (g) The Class A Unit Holders shall have caused the transfer of the Closing; andProprietary Trading Business in accordance with Section 5.6. (dh) From the date hereof through the Closing Date, (i) there The Related Agreements shall have been no Material Adverse Effect executed and delivered by the parties thereto (iiother than Buyer), and shall constitute the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their terms. The parties to the Related Agreements (other than Buyer) Sellers shall have performed all acts, made all payments and executed and delivered all documents that are to Buyer a certificate (be performed, made or executed in corporate by them or limited liability company capacity, without liability on their behalf at or prior to Sellers’ signatory), dated the Closing pursuant to such agreements. Each of the representations and warranties of the parties thereto contained therein shall be true and correct on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date and all of the covenants and agreements required by the Related Agreements to have been performed and complied with by the parties thereto (other than Buyer) by the Closing Date shall have been performed and complied with prior to or on the Closing Date. (i) No action shall have been taken by any Authority that would prohibit, restrict, delay, render illegal or enjoin the consummation of the transactions contemplated hereby or by the Related Agreements. (j) Management employees identified on Schedule 6.1(j) shall have signed employment agreements satisfactory to Buyer and such agreements shall be in full force and effect. (k) Each of (1) the Securities Brokerage Commission Agreements, each dated January 1, 2000, by and between Burch, Jamail, and Kershner, on the one hand, and PROTRADER SECURITIES CORPORATION, on xxx xxxxr, (2) the Software License Agreement dated as of April 29, 2000 by and among ProTrader LP and PROTRADER TRADING LLC and (3) the Trademark License Agreement dated April 30, 2000, by and between ProTrader LP and PROTRADER TRADING LLC shall have been terminated and evidence of such termination, reasonably satisfactory to Buyer, shall have been delivered to Buyer. (l) Each option to purchase any partnership, membership or other equity interest of ProTrader LP (a "Unit") granted pursuant to the Unit Option Plan (the "Options") which is outstanding and vested immediately prior to the Closing shall have been settled and cancelled in full settlement and satisfaction of the rights of the holder thereunder. (m) With respect to any individual who has been issued partnership interests in ProTrader LP in accordance with Section 5.1(a)(xiv), either ProTrader LP shall have purchased such individual's partnership interests or such individual shall have become a Seller (including, without limitation, as a Drag-Along Partner) under this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase of the German Truck-Mounted Assets under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (conditions, any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closingdate hereof and the Closing Time with the same force and effect as though made at and as of the Closing Time, except to for any representation or warranty made or given as of a specified date, which shall have been true and correct in all material respects as at such date. For purposes of this Section 7.1(a), the extent such representations and warranties expressly relate to an earlier date (of Seller in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified this Agreement shall be true and correct in all material respectsrespects unless the facts, on and as of events or circumstances giving rise to any untruths or inaccuracies in such earlier date); and Buyer shall representations or warranties have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing same effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateMaterial Adverse Effect (as defined in Section 11.9); (b) Sellers Seller shall have performed and complied in all material respects with all obligations the agreements and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed of a director of Seller certifying that the signatory to such certificate shall conditions specified in Sections 7.1(a), 7.1(b), and 7.1(d) have no personal liability as a result of signing such certificate)been satisfied; (cd) Sellers There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement, and there shall not be any action, suit or proceeding pending or threatened before any court of competent jurisdiction, arbitrator or Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling or change would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (e) No statute, rule or regulation shall have deliveredbeen enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated herein or makes such consummation illegal; (f) The waiting period applicable to the consummation of the transactions contemplated hereby under any applicable Law (including, without limitation, any waiting period in connection with the filing made with the Federal Cartel Office) shall have expired or been terminated; (g) Seller shall have executed and delivered to Buyer the documents identified in Section 7.3; (h) Seller shall have delivered or provided Buyer with access to the German Truck-Mounted Assets; (i) Buyer shall have received evidence satisfactory to Buyer that Seller has obtained all third party consents described in Section 4.4 of the Disclosure Statement; (j) On the Closing Date, the Truck Mounted Transactions (as defined in Section 11.9) shall have been consummated previously hereto or simultaneously herewith; (k) Seller shall have caused to be delivered, executed and delivered to Buyer, all Buyer a guaranty in substantially the form of the items set forth in Section 4.2, or such items are otherwise satisfied as of the ClosingExhibit B attached hereto; and (dl) From Buyer's environmental due diligence shall not have indicated liabilities and/or to the date hereof through the Closing Dateextent reasonably likely to occur, (i) there shall have been no potential liabilities that constitute or can reasonably be expected to constitute a Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectEffect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate Parties acknowledge and agree that the transactions contemplated by this Agreement is subject following conditions precedent were satisfied or waived immediately prior to the fulfillmentClosing: (a) Buyer shall have obtained the Buyer Shareholder Approval; (b) no event shall have occurred and no circumstance shall have arisen which, on individually, or prior in the aggregate, could reasonably be expected to cause a Material Adverse Effect from June 30, 2009 to the Closing Date, of ; (c) each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth Seller, Seller Affiliate and Seller Parent contained in this Agreement Article 3 that are qualified by materiality are true and correct at and as of the Closing Date (except with respect to materiality such representations and warranties that address matters only as of a particular date, which shall be true and correct as of such particular date), and those each of the representations and warranties of Seller, Seller Affiliate and Seller Parent contained in Article 3 that are not so qualified shall be true and correct in all material respects, respects at and as of the Closing, Closing Date (except with respect to the extent such representations and warranties expressly relate to an earlier date (in that address matters only as of a particular date, which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier particular date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (bd) Sellers Seller, Seller Affiliate and Seller Parent shall have performed all obligations and complied with all covenants in all material respects with all obligations and agreements that are required in this Agreement to be performed or complied with by them prior to on or before the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (ce) Sellers no investigation, suit, action or other proceeding shall have deliveredbe threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or caused to be delivered, to Buyer, all other relief in connection with this Agreement or the consummation of the items set forth transactions contemplated hereby and that could reasonably be expected to have a Material Adverse Effect or impair the ability of the Parties to consummate the transactions contemplated hereby; (f) the Assumed Contracts shall be in Section 4.2, or such items are otherwise satisfied effect as of the ClosingClosing Date and, to Seller’s Knowledge, will not be threatened with cancellation or modification, except for those Assumed Contracts that have been completed in the ordinary course of business; (g) Seller, Seller Affiliate or Seller Parent, as applicable, shall have terminated the current employment agreements of each of the Terminated Employees; and (dh) From the date hereof through the Closing Date, (i) there Seller and Seller Parent shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate removed from the Facility any furniture, fixtures, equipment, or limited liability company capacity, without liability to Sellers’ signatoryother items of personal property listed on Schedule 1.1(b), dated except for the chemicals and reagents located at the Facility which are physically marked or otherwise clearly identified as the property of Seller Parent prior to Closing; provided, however, that for the Closing Datepurpose of this Section 5.1(h) only, “Facility” shall not include any space within the Facility subleased from Buyer by Seller or Seller Parent pursuant to such effectthe Sublease Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate and close the transactions contemplated by this Agreement Transaction is subject to the fulfillment, on or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Lawpart): (a) The representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects, respects (in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of the Closing, Closing Date (except to the extent such those representations and warranties expressly relate to an earlier that address matters only as of a specified date (in or period, the accuracy of which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct determined as of that specified date or for that period in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (b) Sellers Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements conditions required in by this Agreement to be performed or complied with by them it prior to or on the Closing DateClosing; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have received a certificate signed by an authorized officer of each Sellerperformed such agreements, dated the Closing Datecovenants and conditions, to the forgoing effect as so qualified, in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);all respects. (c) Sellers No Action shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of been commenced against any Party that would prevent the Closing; and. No injunction or restraining order shall have been issued by any Third Party Governmental Body, and be in effect, which restrains or prohibits the Transaction contemplated hereby. (d) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and issued the Acquisition Bonds. (iie) Sellers Seller shall have provided evidence to Buyer that, at least 30 days prior to the Closing, Seller has delivered to the PADEP, at its Southwest Regional Office, a notice of Seller’s intent, subject to this Agreement, to transfer the Sanitary Sewer System to Buyer (the “Southwest Regional Office Notice”). (f) Seller shall have delivered to Buyer the following: (i) the Closing Statement, duly executed by Xxxxxx; (ii) a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory)certificate, dated as of the Closing DateDate and duly executed by Seller, that each of the conditions set forth in Section 2.1(a) and Section 2.1(b) have been satisfied, and, to Seller’s Knowledge, the conditions set forth in Section 2.1(c) has been satisfied (the “Seller Bring- Down Certificate”); (iii) a Funding Documents Assignment, Assumption and Modification Agreement substantially in the form attached hereto as Exhibit B, including such effectexhibit-deliverables thereto, all in the final form as are required by PennVest, for each PennVest Project Loan (together, the “PennVest Loan Assignment Documents”), each duly executed by Seller (as Assignor thereunder); (iv) the PennVest Loan Assignment Documents, each duly executed by PennVest (or other consent by PennVest to the assignment and assumption of all the PennVest Project Loans); (v) a bill of sale and assignment and assumption agreement transferring the Assets to Buyer and providing the assumption of the Assumed Liabilities by Buyer, including the Assigned Contracts, in the form attached hereto as Exhibit C (the “Bill of Sale and Assignment and Assumption Agreement”), duly executed by Seller; (vi) a special warranty deed for the Prospect Pump Station in the form attached hereto as Exhibit D (the “Prospect Pump Station Deed”), duly executed by Seller; and (vii) a quitclaim deed in the form attached hereto as Exhibit E (the “Quitclaim Deed”), duly executed by Xxxxxx.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Buyer in whole or in part to the extent permitted by applicable Lawlaw): (a) The all representations and warranties of Sellers set forth in this Agreement Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of Seller contained herein qualified as to materiality shall be true and correct correct, and those the representations and warranties of Seller contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing, except to Closing Date with the extent such same effect as though those representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)time; (bc) Sellers Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and ; (d) Buyer shall have received a certificate signed by an authorized officer of releases and termination statements, in each Sellercase in recordable form, dated the Closing Date, to the forgoing effect in his or her corporate from all persons holding liens on its assets; (not personale) capacity (it being acknowledged and agreed that the signatory to such certificate Seller shall have no personal liability delivered each of the items described in Section 3.2(a); (f) Seller shall have exercised its option to acquire 100% of the equity interest of Kuma and 100% of the equity interest of Ryfneft, and as a result of signing such certificate); (c) Sellers exercise, Seller shall have delivered, or caused to be delivered, to Buyer, all beneficially own 100% of the items set forth in Section 4.2, or such items are otherwise satisfied as equity interest of Kuma and 100% of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as equity interest of the Closing Date, to such effect.Ryfneft;

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of -------------------------------------------- Buyer to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction or waiver by Buyer prior to or at the Closing Date, of each all of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):conditions: (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) 14.1.1 Sellers shall have performed and complied in all material respects with all obligations of their respective agreements and agreements required in this Agreement covenants contained herein to be performed at or complied with by them prior to Closing and all of the representations and warranties of Sellers contained herein shall be accurate in all respects when made and at and as of the Closing Date, with the same effect as though such representations and warranties had been made at and as of the Closing and Buyer shall have received an officer's certificate from each Seller to such effect. 14.1.2 Sellers shall have provided to Buyer a certificate signed by an authorized officer of each Sellerwritten opinion from Xxxxxxx Xxxxx & Xxxxxxx, dated the Closing Date, substantially in the form of Exhibit "N" attached hereto. In rendering such opinion, counsel may rely to the forgoing effect extent deemed appropriate on the certificates of officers of Sellers and of public officials as to matters of fact and authenticity of documents and on opinions of counsel in his or her corporate (not personal) capacity (it being acknowledged other States as to questions under the laws of such States and agreed that on opinions of counsel to each of the signatory Sellers with respect to matters relating to such certificate entity. 14.1.3 No casualty, loss or damage in an amount exceeding $100,000 shall have no personal liability as a result of signing such certificate); (c) occurred prior to the Closing Date to the Assets unless Sellers shall have deliveredeither repaired or replaced such lost or damaged property. In the event of such casualty loss or damage for which insurance proceeds are received prior to Closing, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through should the Closing Dateoccur, (i) such proceeds shall be paid to the Buyer at Closing, unless such loss or damage has been repaired, in which event, such proceeds shall be retained by Sellers. In the event there shall have is a claim by Sellers for insurance proceeds relating to the Assets which claim has not been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate paid or limited liability company capacity, without liability to Sellers’ signatory), dated the loss or damage repaired as of the Closing Date, Sellers shall assign their rights to such effectclaim to the Buyer at the Closing. 14.1.4 Buyer shall have received the commitment for title insurance and the owner's policy or policies of title insurance providing coverage in the Title Insurance Amount as specified in Section 7 (or shall have been furnished with evidence to the satisfaction of Buyer in its reasonable judgment that such title policy or policies will be forthcoming in due course). 14.1.5 All material documents, instruments and agreements required to be executed and delivered by Sellers at the Closing as contemplated hereby shall have been duly executed and delivered by Sellers and shall have been received. 14.1.6 All applicable waiting periods (and any extensions thereof) under the H-S-R Act shall have expired or otherwise been terminated. 14.1.7 All other consents and approvals of third parties or any regulatory body or authority, whether required contractually or by applicable Federal, State or local law, necessary for the execution, delivery and performance of this Agreement by the Sellers, and the transfer of the Assets to Buyer to permit the Buyer to operate the Refineries and the Pipeline Interests in the same manner in all material respects as such facilities are currently operated by Sellers, except for approvals of governmental agencies customarily obtained subsequent to transfer of title, shall have been delivered to Buyer in form and substance satisfactory to Buyer at least two (2) business days prior to the Closing Date and shall not have been withdrawn or revoked. 14.1.8 All ad valorem and other taxes assessed against the Refineries, the Pipeline Interests, and the other Assets for the year 1996 and all prior years shall have been paid. 14.1.9 There shall have been no material adverse change since the date hereof in the respective businesses conducted at Refineries or in the financial condition or results of operations thereof except for changes brought about by factors affecting the refinery business in general. 14.1.10 Buyer shall have received the executed consent from Banque Paribas to the sale contemplated by this Agreement and Banque Paribas' commitment to release its lien on the Assets upon Closing, subject to the terms and conditions set forth in such consent and commitment, in the form attached hereto as Exhibit "O". 14.1.11 The Escrow Agent or Buyer shall have received instruments, in form reasonably satisfactory to Buyer's counsel, evidencing the release, effective the Closing Date, of any indebtedness, obligation or other encumbrance burdening the Assets, other than Permitted Encumbrances, including Banque Paribas' lien on the Assets.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions purchase and sale of the Interest and Assets as contemplated by this Agreement is subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):precedent: (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement covenants that are to be performed or complied with or necessary to be performed or complied with by them prior to Sellers on or before the Closing Date; (b) the representations and warranties of Sellers set forth in Article 3, taken as a whole, shall be true and Buyer shall have received a certificate signed by an authorized officer correct in all material respects both when made and as if made again on and as of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate Date (not personal) capacity (it being acknowledged provided that all representations and agreed that the signatory to warranties which are made as of a specific date shall be true and correct as if made only as of such certificate shall have no personal liability as a result of signing such certificatedate); (c) Sellers Buyer shall have deliveredreceive at the Closing a certificate executed by Sellers, or caused to be delivered, in form reasonably satisfactory to Buyer, all certifying that, to the knowledge of the items set forth officer executing such certification, the matters referred to in paragraphs (a) and (b) of this Section 4.26.1 have been satisfied; (d) all Required Consents including the FERC and NCUC Transaction Approvals shall have been obtained and remain in effect; (e) no investigation, suit, action or such items are otherwise satisfied as other proceeding shall be threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or other relief in connection with the purchase and sale of the ClosingAssets and the Interest or the consummation of the other transactions contemplated by this Agreement; (f) no notice shall have been given by VEPCO to the Sellers or the Company between the date of this Agreement and the Closing Date stating that a breach has occurred under one or more of the O&M Agreements or under a material contract between VEPCO and the Company; (g) the Agent shall have acknowledged in form and substance reasonably acceptable to Buyer that the Replacement Insurance satisfies the insurance requirements of the Credit Agreement; (h) neither Party shall have exercised any termination rights which it is entitled to exercise pursuant to Sections 2.5(b) or 8.1; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered tendered to Buyer a certificate (executed in corporate or limited liability company capacityall of the documents, without liability instruments and other items related to Sellers’ signatorythe Company which Sellers are required to deliver at Closing pursuant to Section 2.4(a), dated as subject only to the delivery by Buyer of the Purchase Price and the documents, instruments and other items which Buyer is obligated to deliver at Closing Date, pursuant to such effectSection 2.4(b). (j) Buyer shall have received documentation releasing any pledges to Seller or its Affiliates by Buyer or its Affiliates that secure obligations that have expired and can no longer arise.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closing, except except, in all cases, (i) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date)) and (ii) to the extent any inaccuracy in any such representations and warranties with respect to those representations and warranties made pursuant to Sections 5.2, 5.4, 5.5, 5.9, 5.10, 5.11, 5.13, 5.14, 5.15, 5.17 and 5.19, individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) Sellers shall have delivered, or caused to be delivered, to Buyer, Buyer all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and; (d) Buyer shall have obtained all material Permits reasonably necessary to operate the Business, or as to any material Permits necessary to operate the Business that have not been obtained, such Permits shall be in full force and effect pursuant to the Management Agreement or as Designation Rights Assets pursuant to Section 2.7(c)(viii); (e) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) the Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory)certificate, dated as of the Closing Date, to such effect; (f) The Purchased Assets shall be assumed, assigned and sold to Buyer, as the case may be, by Order of the Bankruptcy Court satisfactory to Buyer in its sole and absolute discretion; (g) the aggregate Cure Amounts as determined by the Bankruptcy Court shall not be more than 120% of the aggregate Cure Amounts set forth on Schedule 2.4(m) as of the date hereof, unless otherwise agreed in writing by Buyer in its sole and absolute discretion; (h) Buyer shall have received the Restructured First Lien Credit Agreement and related documents (including but not limited to (A) notes evidencing the loans under the Restructured First Lien Credit Agreement, (B) collateral security documents, (C) letter of credit documents, and (D) an intercreditor agreement) consistent in all material respects with this Agreement and the Sale Support Agreement and otherwise in form and substance acceptable to Buyer; (i) The Restructured First Lien Loans (as defined in the Acquisition Financing Term Sheet attached as Exhibit A to the Sale Support Agreement) under the Restructured First Lien Credit Agreement in the aggregate shall not exceed the cap on first lien indebtedness in the Intercreditor Agreement, dated as of March 19, 2012, by and among Sellers, the Prepetition First Lien Agent, and the Prepetition Second Lien Agent, as amended; (j) The Sale Procedures Order shall have become a Final Order (unless this condition shall have been waived in writing by Buyer); and (k) The Sale Order shall have become a Final Order (unless this condition shall have been waived in writing by Buyer).

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate complete the transactions contemplated by this Agreement purchase of Purchased Assets as provided for herein is subject to the fulfillment, fulfillment or satisfaction on or prior to before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):writing. (a1) The All representations and warranties of Sellers set forth Seller contained in this Agreement qualified as or in any certificate or other document delivered to materiality Buyer pursuant hereto shall be accurate, complete, true and correct and those not so qualified shall be true and correct in all material respects, as of the Closing Date with the same effect as though made at and as of the Closing, Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and speak as of such earlier a particular date); , and Buyer shall have received a certificate signed by an a duly authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory Seller to such certificate shall have no personal liability as a result of signing such certificate)effect; (b2) Sellers There shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities (absolute, accrued, contingent or otherwise), prospects, earning power, commercial relationships, reserves, business or operations of the Seller or any of the Schools from and after the date of this Agreement; (3) Seller shall have performed and complied in all material respects with all obligations of the obligations, covenants and agreements required contained in this Agreement to be performed by Seller on or complied with by them prior to before the Closing Date, and Buyer shall have received a certificate signed by an a duly authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory Seller to such certificate effect; (4) All instruments and documents required on Seller's part to effectuate and consummate the transactions contemplated hereby as of the Closing, including those described in Section 3.2, shall be delivered by Seller and shall be in form and substance reasonably satisfactory to Buyer and its counsel; (5) No law or order shall have no personal liability as a result been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of signing the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such certificatetransactions; (6) Seller and Buyer shall have obtained all required regulatory approvals that are capable of being obtained prior to Closing, including, but not limited to, all registrations, licenses, permits and approvals required by any governmental entity or agency or other regulatory body to operate the Schools in the State of California and all local jurisdictions contained therein (including, without limitation, the BPPVE); (c7) Sellers Buyer shall be reasonably satisfied that, with respect to all required regulatory approvals that are not capable of being obtained prior to Closing, Buyer will be able to obtain all such other required regulatory approvals within a reasonable time period after the Closing Date without material expense or undue burden; (8) The Schools shall have deliveredreceived all required accreditation approvals and shall not have received from any accrediting agency or body (including, without limitation, ACCSCT) any "show cause" letter or caused other notice which would tend to be deliveredcall into question the validity of such accreditation or the ability of the Schools to maintain such accreditation in good standing at any time after the Closing Date; (9) All third party consents required by the transactions contemplated hereby shall have been obtained (including, to Buyerwithout limitation, all necessary consents of other parties to the items set forth in Section 4.2, or such items are otherwise satisfied as Assumed Contracts); (10) Buyer shall have received satisfactory evidence that all liens (other than the Permitted Exceptions) on the Purchased Assets have been terminated and completely released of the Closingrecord; and (d11) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as received from the landlords of the Closing Date, Facilities executed estoppel certificates and consents to such effectthe Lease Assignments.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement (including, without limitation, the obligation of Buyer to consummate purchase the HPAC Shares from Sellers) are expressly subject to and conditioned upon the fulfillment at or prior to the Closing of each and all of the following conditions precedent: a. Buyer's completion of its due diligence with respect to HPAC and the HPAC Shares and Buyer's reasonable satisfaction with the results of such due diligence. b. No preliminary or permanent injunction or other order shall have been issued by any federal or state court of competent jurisdiction in the United States or by any Governmental Entity and no statute, rule, regulation or executive order shall have been promulgated or enacted by any Governmental Entity which restrains, enjoins or otherwise prohibits in any material respects the transactions contemplated hereby. c. The Company has duly executed and delivered the Loan Agreement and Promissory Note. d. The Company has duly executed and delivered the Warrant. e. Each Shareholder and the Company has duly executed and delivered the Shareholders Rights and Voting Agreement. f. The receipt of written consents to the transactions contemplated by this Agreement is subject Agreement, in form reasonably acceptable to the fulfillmentBuyer, on or prior to the Closing Date, of from each of the following conditions (any or all entities listed on Schedule 6(b) in connection with the applicable agreement as set forth on Schedule 6(b). g. The receipt of which may be waived by Buyer HPAC Shares registered in whole Buyer's name or in part a name designated by Buyer, free and clear of all Liens, encumbrances, preemptive rights, or restrictions of any kind or nature, or duly transferred to Buyer with blank stock powers signature guaranteed. Simultaneously with and as a result of the extent permitted by applicable Law):Closing, the Buyer shall have acquired HPAC Shares, representing Thirty Eight and 40/100ths percent (38.4%) of the total issued and outstanding Common Stock of the Company on a Fully Diluted Basis. (a) h. The representations and warranties of Sellers set forth and the representations concerning the Company contained in this Agreement qualified as to materiality shall be have been true and correct and those not so qualified shall be true and correct in all material respects, at when made and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct Closing Date. i. Each Seller has performed in all material respectsrespects all obligations and agreements, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations covenants and agreements required conditions contained in this Agreement Agreement, to be performed or complied with by them it prior to or at the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) . The Sellers shall have delivereddelivered a certificate to this effect. j. There shall have been obtained, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect made arrangements reasonably satisfactory to the Buyer for obtaining all regulatory, governmental, corporate, creditors', shareholders' approvals, consents to the transactions contemplated herein, and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.other

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement is to be performed at the Closing shall be subject to the fulfillmentfulfillment by Seller and/or Xxxxxx, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be unless waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The representations Buyer completing, to its reasonable satisfaction, its due diligence investigation of Seller; provided, however, such investigation must be completed no later than March 9, 2002; (b) Each representation and warranties of Sellers set forth warranty made by Seller and/or Xxxxxx in this Agreement qualified as to materiality shall be true and correct and those not so qualified or any Exhibit hereto shall be true and correct in all material respects, at respects on and as of the Closing, except to Closing Date with the extent same effect as though each such representations representation and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and warranty had been made or given as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (bc) Sellers Seller shall have performed and complied in all material respects with all of its obligations and agreements required in under this Agreement that are to be performed or complied with by them prior it before or at the Closing Date; (d) Seller and Xxxxxx shall have executed and delivered to Buyer each of the documents described in Section 6.4; (e) The parties shall have obtained all necessary consents and licenses with respect to the transaction contemplated hereby, including, without limitation, the transfer of the Purchased Assets, to Buyer, the absence of which would have a material adverse effect on Buyer's rights under this Agreement, or which would constitute a breach pursuant to the provisions of, or which would result in the termination or loss of any material right associated with or under any Assumed Contract or without which Buyer would be precluded or materially impeded from conducting the business or obtaining the benefit of the Purchased Assets; the only exception to the requirement set forth in this subparagraph (e) being the hosting contract with WBIT. (f) From the date of this Agreement until the Closing Date, and Buyer there shall have received a certificate signed by an authorized officer of each Selleroccurred no material adverse change in the Business, dated the Closing Date, Purchased Assets or the Business' financial condition or prospects from that disclosed to the forgoing effect Buyer in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)this Agreement; (cg) Sellers No investigation, suit, action or other proceeding shall have deliveredbe threatened or pending before any court or governmental agency in which it is sought to restrain, prohibit or caused to be delivered, to Buyer, all obtain damages or other relief in connection with this Agreement or the consummation of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closingtransactions contemplated hereby; and (dh) From Except as otherwise provided in this Agreement, including without limitation, liens and encumbrances described in the date hereof through the Closing DateAssumed Contracts, (i) there Seller shall have been no Material Adverse Effect removed any liens or other encumbrances on the Purchased Assets and (ii) Sellers shall have delivered provided sufficient proof, reasonably acceptable to Buyer a certificate (executed in corporate Buyer, that all such liens or limited liability company capacity, without liability to Sellers’ signatory), dated as of other encumbrances are removed at or before the Closing Date, to such effectClosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate purchase the transactions contemplated by this Agreement is Purchased Assets from Seller are subject to the fulfillmentsatisfaction, on or prior to before the Closing Datedate, of each all of the following conditions, which conditions (any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) A. The representations and warranties of Sellers set forth Seller and Stockholder contained in this Agreement qualified as to materiality shall have been true in all material respects when made and, in addition, shall be true in all material respects on and correct as of the Closing date with the same force and those not so qualified effect as though made on and as of the Closing date. B. Seller and Stockholder shall be true have, or have caused to be, performed and correct observed, in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required hereunder and shall have complied with all covenants and conditions contained in this Agreement to be performed or and complied with by them at or prior to the Closing Datedate. C. If, prior to the Closing date, any material part of the Purchased Assets is damaged by fire, other casualty, or any cause or activity not attributable to or under the control of Buyer, Seller shall give Buyer written notice thereof and Buyer may, at its option, terminate this Agreement by written notice of such election given to Seller no later than five (5) working days after receipt of Seller's notice, and upon giving such notice, both parties shall be fully discharged from all duties hereunder and all obligations hereof. However, if Buyer shall not so elect, or if an immaterial part of the Assets is damaged, then Seller hereby assigns to Buyer all of its rights, title and interest in and to any and all insurance proceeds payable by reason of such destruction or damage to the Purchased Assets and Seller hereby agrees to pay Buyer a sum equal to the deductible amount provided in such policies to the extent necessary to correct such damage. D. At or prior to the Closing, Seller and Stockholder shall have executed the Non-Competition Agreement as provided in Article XV herein. E. There shall not have been, between the date of this Agreement and the Closing date, any materially adverse change in any of the Purchased Assets or the current operations of Seller. F. Seller and Stockholder shall have furnished Buyer with such certificates in form and substance reasonably satisfactory to counsel for Buyer as may be reasonably requested by counsel for Buyer to evidence compliance with the conditions set forth in this Section. G. Either (1) Seller shall have resolved the matters disclosed in Exhibit 15, or (2) Buyer and Seller shall have agreed as to how those matters that will be handled. H. Stockholder and Buyer shall have received a certificate signed by an authorized officer of each executed the Lease Agreement as provided in Article I herein. I. Seller and Stockholder shall have executed the Guaranty as provided in Article IV herein. J. At or prior to the Closing, Buyer and Stockholder shall have executed the Employment Agreement as provided in Article IX herein. K. At or prior to the Closing, Buyer, Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Stockholder shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused entered into the Escrow Agreement referred to be delivered, to Buyer, all of in the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect Employment Agreement and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectNon-Competition Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to need not consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of unless the following conditions (any or all of which may shall be waived by Buyer in whole or in part to the extent permitted by applicable Law):fulfilled: (a) The All proceedings taken in connection with the transactions contemplated herein and all instruments and documents required in connection therewith or incident thereto shall be reasonably satisfactory in form and substance to Christopher J. Ryan and/or Indian, counsels xxx Xxxxx. (b) Except for changes in the ordinary course of business or as otherwise contemplated or permitted by this Agreement, the representations and warranties of Sellers set forth Seller and the Principal Shareholders contained herein or in this Agreement qualified as any certificate or document delivered to materiality Buyer and/or Parent pursuant hereto shall be true and correct and those not so qualified shall be true and correct in all material respects, deemed to have been made again at and as of the Closing, except to the extent such representations Closing Date and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall then be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers Seller shall have performed and complied in all material respects with all obligations agreements and agreements conditions required in by this Agreement to be performed or complied with by them it prior to or at the Closing Date, ; and Buyer and Parent shall have received a certificate signed by an authorized officer been furnished with certificates of each Seller, appropriate officers of Seller dated as of the Closing Date, Date certifying to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that fulfillment of the signatory to such certificate shall have no personal liability as a result of signing such certificate);foregoing conditions. (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there Buyer and Parent shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), furnished with an opinion dated as of the Closing Date, counsel for Seller, to the effect that: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the Republic of India has all power and authority to carryon its business as now being conducted and to own its properties and is duly licensed or qualified and in good standing as a Indian corporation in State of Delhi (ii) Seller has full corporate power and authority to enter into each of the Agreements to the extent it is a party thereto and to consummate the transactions contemplated hereby and thereby; the execution, delivery and performance by Seller of the Agreements to which it is a party have been duly authorized by all requisite corporate action on the part of Seller; each of the Agreements to which it is a party has been duly executed and delivered by Seller and (assuming due execution and delivery by the other party thereto) constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditors' rights generally from time to time in effect and general principles of equity; (iii) the instruments of conveyance and transfer executed by Seller and delivered to Buyer at the Closing have been duly authorized and executed by Seller and are valid in accordance with their terms and effective to assign, transfer and convey to Buyer at the Closing all of the Purchased Assets; (iv) to the best of such effectcounsel's knowledge and to the extent that any of the following would materially and adversely affect the business of Seller, neither Seller nor any of the properties, assets and other rights referred to in the Bill of Sale is subject to or "bound by any agreement or any judgment, award, order, writ, injunction or decree of any court or of any governmental body or of any arbitrator to which Seller is a party or which specifically refers to Seller and notice of which has been delivered to Seller which could prevent the use by Buyer of the properties, assets and other rights referred to in the Bill of Sale or the conduct by Xuyer of the business of Seller, in each case in accordance with present practices, after the Closing Date or which, by operation of law, or pursuant to its terms, would be breached, terminate, lapse, or be subject to termination upon the consummation of the transactions contemplated herein absent the consent or other action of any third person or agency; and (v) except as may be specified by said counsel, they do not know of any action, suit or governmental, administrative, arbitration or regulatory proceeding or investigation pending or threatened against or relating to Seller. In rendering such opinion, counsel for Seller may rely upon certificates of one or more officers of Seller or of public officials as to factual matters. (d) No action, suit or proceeding before any court or governmental or regulatory authority shall be pending, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against Buyer or Seller or Parent or any of the principals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking material damages in connection with any such transactions. (e) All consents of third parties including, without limitation, governmental authorities and self-regulatory agencies, and all filings with and notifications of governmental authorities, regulatory agencies (including non-governmental self-regulatory agencies) or other entities which regulate the business of Seller or Buyer or Parent, necessary on the part of Seller or Buyer or Parent, or their respective subsidiaries or affiliates, to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and to permit the continued operation of the respective businesses of Seller and Buyer and their respective subsidiaries in substantially the same manner after the Closing Date as theretofore conducted, other than routine post-closing notifications or filings, shall have been obtained or effected. (f) All consents required for the assignment of all contracts, patents, trademarks, copyrights and other intangibles and other agreements necessary for the continued operation of the business of Seller after the Closing Date on substantially the same basis as presently operated shall have been obtained. (g) The employment agreements executed and delivered by Kamal Ratra and P.S. Ratra, shall be in full force and efxxxx xxx xxere shall not have occurred any default or repudiation thereof. (h) Seller shall have obtained title insurance if available covering any real property to be transferred hereunder under title insurance policies at normal rates and with no exceptions other than those disclosed in Section 4(i) or in List 7. (i) Individuals holding not less than one hundred percent (100%) of the voting stock of Seller shall have executed this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by under this Agreement is shall be subject to the fulfillmentsatisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be set forth below, unless waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) Buyer: The representations and warranties of Sellers Seller and Shareholder set forth in this Agreement qualified as to materiality shall be true and correct as of the date of this Agreement, and those not so qualified shall also be true and correct in all material respectsrespects (without giving effect to any qualification of materiality already contained in any particular representation or warranty, at and except for such changes as are contemplated by the terms of this Agreement) on and as of the ClosingClosing Date with the same force and effect as though made on and as of the Closing Date, except and Seller and Shareholder shall have delivered to Buyer a certificate to that effect dated as of the extent such representations Closing Date. Seller shall have performed and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct complied with, in all material respects, on all covenants and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it under this Agreement on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Seller shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), that effect dated as of the Closing Date. Seller shall have furnished Buyer with copies of resolutions duly adopted by Seller’s Board of Directors and Shareholder approving the execution and delivery of this Agreement, and all other necessary or proper corporate action to enable Seller to comply with the terms of this Agreement. From the date of this Agreement through the Closing Date, Seller shall not have suffered any material adverse changes to the business, operations or financial condition of the Business (other than changes generally affecting the industries in which Seller operates, or changes relating to the transactions contemplated by this Agreement). Buyer shall complete its investigation of Seller in accordance with Section 10(a) prior to _____, 20__ provided that Seller fully cooperates. In the event that such effectinvestigation discloses a breach of a representation or warranty of Seller contained in Section 8 hereof, Buyer shall so notify Seller in writing on or before _____, 20__ and provide Seller with the full details of such claimed breach. In such event, Seller and Buyer shall work together in good faith to rectify such claimed breach; Buyer shall have received the items listed in Section 6(a); Buyer shall have received such other documents and agreements necessary to effect the transactions contemplated by this Agreement, in each case in form and substance reasonably satisfactory to Buyer’s counsel, as Buyer may reasonably request. No action, suit, investigation or proceeding shall have been instituted or threatened by any third party, governmental or regulatory agency to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated by this Agreement. Buyer entering into a commercial/office lease on terms acceptable to Buyer with _______, the landlord, for the premises located at ____________________________, for a term commencing _____, 20__. If the transaction has not closed by that date, Seller shall pay the per diem rent From _____, 20__ through the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate purchase the transactions contemplated by this Agreement is Purchased Assets and to otherwise perform hereunder shall be subject to the fulfillmentsatisfaction, on at or prior to before the Closing DateClosing, of each of the following further conditions (any one or all more of which may be waived by Buyer) provided that Buyer in whole or in part shall have delivered written notice of the failure of a condition precedent specifying the reasons therefor to Seller, and Seller shall have had a reasonable opportunity, not to exceed 10 business days, to correct the extent permitted by applicable Law):reason for the failure of the condition: (a) The Seller's representations and warranties of Sellers set forth contained in this Agreement qualified as to materiality paragraph 12 shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier Closing date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (b) Sellers The Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have deliveredhave, or caused to be deliveredperformed and observed all covenants, agreements and conditions to Buyer, all of the items set forth in Section 4.2, be performed by Seller at or such items are otherwise satisfied as of before the Closing; and. (c) Buyer shall have entered a Lease for the premises occupied by Seller in the form and substance attached hereto as Exhibit C. The Lease shall be for an initial term of six (6) months for 15,000 square feet of rental space at the gross ("all in") rent amount of $6.11 per square foot per lease year. (d) From the date hereof through the Closing Date, (i) there Seller and Buyer shall have been no Material Adverse Effect executed a Transition Agreement substantially in the form and substance attached hereto as Exhibit D. (iie) Sellers Seller shall not have sustained any material loss or interference with the business from any civil disturbance, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or dispute with suppliers or customers or from any court or governmental action, order or decree. (f) No action, suit or proceeding shall be pending or threatened against Seller, by or before any court or other governmental body, with respect to the transaction contemplated by this agreement. (g) On or before Closing, Seller shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as terminated all of the Business Employees. (h) Consummation of this Purchase Agreement is subject to the results of Buyer's due diligence review (to be concluded prior to the Closing) being reasonably satisfactory to it in its sole discretion, receipt by Buyer and Seller of all necessary director, shareholder and third party approvals, including bank approvals allowing release of liens, if any, on the Purchased Assets, and no material adverse change prior to Closing Date, to such effectin the Purchased Assets or the business prospects or financial condition of the business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer Xxxxx shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The (i) Each of the representations and warranties of the Sellers set forth in Section 3, in each case other than the representations and warranties set forth in clause (ii) of this Agreement qualified as to materiality shall be true and correct and those not so qualified Section 7.1(a), shall be true and correct in all material respectsrespects (without giving effect to any materiality qualifiers, at including references to Material Adverse Effect, or similar standards or qualifiers) as of the Original Agreement Date and as of the ClosingClosing as though then made (except that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date), except to the extent such representations and warranties expressly relate the failure to an earlier date (in which case such representations and warranties qualified as to materiality shall be so true and correct in all respects, individually or in the aggregate, is not materially adverse to the business operations of the Acquired Company Members on a combined basis, and those not so qualified (ii) the Fundamental Representations and Section 3.15(a) shall be true and correct in all material respects, on respects as of the Original Agreement Date and at and as of the Closing as though then made (except that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (b) The Sellers shall have performed and complied in all material respects with all covenants and obligations and agreements required in of this Agreement required to be performed or and complied with by them prior to the Closing DateSellers as of the Closing, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated including the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);Restructuring Transactions. (c) Sellers The RWI Policy shall have delivered, been finalized and bound by the applicable insurer and in full force and effect subject only to timely satisfaction of subjectivities at or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the immediately following Closing; and. (d) From There will be no pending or threatened Action by or before any Governmental Authority or arbitrator seeking to restrain, prohibit or invalidate any of the date hereof through transactions contemplated by the Closing DateAgreement or seeking monetary relief against Sellers or the Acquired Companies by reason of the consummation of such transactions, and there will not be in effect any governmental order which has such effect. (e) There shall not have occurred (i) there any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect or (ii) any Casualty Event. (f) Each of the Sellers and the Acquired Companies shall have (a) received all approvals, consents and waivers that are listed in Section 3.5(a) of the Disclosure Schedule, in form and substance reasonably satisfactory to Buyer; and (b) delivered to Buyer executed counterparts thereof at or prior to the Closing, and no such approval, consent novation or waiver shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectrevoked.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate complete the transactions contemplated by this Agreement purchase of Purchased Assets as provided for herein is subject to the fulfillment, fulfillment or satisfaction on or prior to before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):writing. (a) The All representations and warranties of Sellers set forth Seller contained in this Agreement qualified as or in any certificate or other document delivered to materiality Buyer pursuant hereto shall be accurate, complete, true and correct and those not so qualified shall be true and correct in all material respects, as of the Closing Date with the same effect as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory Seller to such certificate effect; (b) There shall have been no personal liability as a result material adverse change in the condition (financial or otherwise), assets, liabilities (absolute, accrued, contingent or otherwise), prospects, earning power, commercial relationships, reserves, business or operations of signing such certificate)the Seller or the School from and after the date of this Agreement; (c) Sellers Seller shall have delivered, or caused to be delivered, to Buyer, performed all of the items set forth obligations, covenants and agreements contained in Section 4.2this Agreement to be performed by Seller on or before the Closing Date, or and Buyer shall have received a certificate signed by an officer of Seller to such items are otherwise satisfied effect; (d) All instruments and documents required on Seller’s part to effectuate and consummate the transactions contemplated hereby as of the Closing, including those described in Section 3.02, shall be delivered by Seller and shall be in form and substance satisfactory to Buyer and its counsel; (e) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions; (f) Seller and Buyer shall have obtained all required regulatory approvals that are capable of being obtained prior to Closing, including, but not limited to, all registrations, licenses, permits and approvals required by any governmental entity or agency or other regulatory body to operate the School in the State of Florida and all local jurisdictions contained therein; (g) Buyer shall be reasonably satisfied that, with respect to all required regulatory approvals that are not capable of being obtained prior to Closing, Buyer will be able to obtain all such other required regulatory approvals within a reasonable time period after the Closing Date without expense in excess of $5,000 or undue burden; (h) The School shall have received all required accreditation approvals and shall not have received from any accrediting agency or body (including, without limitation, ACCET) any “show cause” letter or other notice which would tend to call into question the validity of such accreditation or the ability of the School to maintain such accreditation in good standing at any time after the Closing Date; (i) All third party consents required by the transactions contemplated hereby shall have been obtained (including, without limitation, all necessary consents of other parties to the Contracts and Leases); (j) Buyer shall have received satisfactory evidence that all liens (other than the Permitted Exceptions) on the Purchased Assets have been terminated and completely released of record; (k) Buyer shall have completed its due diligence investigation of the Real Property, in accordance with the terms of the Real Property Purchase Agreement, and shall be satisfied, in its sole and absolute discretion, with the results of such investigation; (l) All conditions precedent to the Close of Escrow set forth in the Real Property Purchase Agreement shall have been satisfied pursuant to the terms of the Real Property Purchase Agreement, including all deliveries required prior to the Close of Escrow; and (dm) From the date hereof through the Closing Date, (i) there Buyer shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as completed its due diligence investigation of the Closing DateSeller and the School and shall be satisfied, to in its sole and absolute discretion, with the results of such effectinvestigation.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer under this Agreement to consummate the transactions contemplated by this Agreement is hereby to be consummated at the Closing shall be subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each all of the following conditions (conditions, any one or all more of which may be waived by Buyer in whole or in part writing, to the extent permitted by applicable Law):Applicable Laws, at the option of Buyer: (a) The representations and warranties of Sellers set forth each Seller Party contained in this Agreement qualified as or the Ancillary Agreements on or prior to materiality shall be true and correct and those not so qualified the Closing Date shall be true and correct in all material respects, at respects on and as of the ClosingClosing Date as if made on and as of such date, except for changes permitted by this Agreement and except for any such representation and warranty which is itself qualified as to the extent such representations and warranties expressly relate to an earlier date (Material Adverse Effect, materiality or similar qualifier, in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall representation or warranty must be true and correct in all material respects, on respects (provided that any representation and warranty that addresses matters only as of such earlier a certain date shall be so true and correct as of that certain date); . (b) All of the terms, covenants and conditions to be complied with and performed by the Seller Parties on or prior to the Closing Date shall have been complied with or performed in all material respects (other than those set forth in Sections 9.2(b)(i) and 9.2(e)(i) which shall have been complied with or performed in all respects). (c) Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory)certificates, dated as of the Closing Date, executed on behalf of each Seller Party, each by an authorized officer thereof, certifying that the conditions specified in Sections 5.4(a) and (b) hereof have been fulfilled. (d) Buyer shall have received each of the certificates, agreements, instruments and other documents set forth in Section 5.2(a) hereof. (e) All Liens on the Transferred Assets, other than Permitted Liens, shall have been discharged by Seller or FMLC, as appropriate, or by the Person in whose favor such Liens exist, or pursuant to a Final Order of the Bankruptcy Court, at no expense to Buyer. (f) If not otherwise provided or obviated by a Final Order of the Bankruptcy Court, the Governmental Approvals and the Consents of any other Person, in each case, set forth in Schedule 5.4(f), shall have been obtained in form and substance reasonably satisfactory to Buyer. The Market-Based Rate Authorization, the RIPUC Approval and the determination, to the extent relating to the transactions contemplated by this Agreement, by FERC that Buyer and its Affiliates are EWGs, shall be a Final Order. (g) Buyer shall have interconnection service for the Plants in accordance with the terms and conditions of the applicable open access transmission tariff(s) relating to such effectservice as approved by FERC. For the avoidance of doubt, interconnection service under an unexecuted interconnection agreement filed with FERC shall be deemed to have satisfied this condition precedent.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation Subject to waiver as set forth in Section 7.F., the obligations of Buyer BUYER to consummate effect the transactions contemplated by this Agreement is are subject to the fulfillment, fulfillment on or prior to the Closing Date, Date of each of the following conditions (any or conditions: i. SELLER shall have performed and complied with all of which may the agreements and covenants contained in this Agreement required to be waived performed and complied with by Buyer in whole it on or in part prior to the extent permitted by applicable Law): (a) The Closing Date and the representations and warranties of Sellers set forth SELLER contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at respects on the date hereof and as of the ClosingClosing Date. ii. No Restraint issued by any court of competent jurisdiction or governmental authority or regulatory body or other legal Restraint shall be in effect, except and no proceeding, action, suit or claim brought or made by any governmental authority, regulatory body, or third party shall be pending or threatened that seeks any Restrain or other relief, and no statute, rule, regulation or 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 have any such 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 efforts are continuing in good faith. iii. SELLER shall have delivered to BUYER a certificate to the extent such representations effect that each of the conditions specified in Sections 6.C.i. and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct 6.C.ii. are satisfied in all material respects, on and as of such earlier date); and Buyer . iv. BUYER shall have received a certificate signed by an authorized officer of each Seller, SELLER dated as of the Closing Date, Date certifying to the forgoing effect in his or her corporate incumbency of the officers of SELLER signing for it and as to the authenticity of their signatures. v. SELLER shall have delivered to BUYER certified copies of its written consent and unanimous resolution of its Board of Directors authorizing and approving the execution, delivery and performance of this Agreement. vi. BUYER shall , concurrent with the closing hereof and upon completion of the subject new share issuance appoint five (not personal5) capacity (directors to the Board of Directors of SELLER. SELLER shall retain its existing 4 directors, it being acknowledged and agreed intended that the signatory to such certificate new Board of Directors shall have no personal liability as a result 9 members. SELLER shall deliver its duly executed Board of signing such certificate); Directors' resolution to this effect at least five (b5) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them business days prior to the Closing Date, . vii. SELLER's Reviewed Financial Statements and Buyer Previous Financial Statements shall have received a certificate signed by an authorized officer of each Seller, dated be acceptable to BUYER and its representatives. viii. Prior to the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate BUYER shall have no personal liability as a result received certified copies of signing such certificate); (c) Sellers shall have deliveredrelease and termination agreements executed by all the shareholders of SELLER, and all other parties to, or caused which may be bound by, any shareholders' agreements, voting agreements, stock option agreements and any and all other similar agreements between current and/or past shareholders or employees of SELLER (collectively, the "Corporate Agreements"). The release and termination agreements to be delivered, provided hereunder shall be in form and substance acceptable to Buyer, BUYER and shall provide for a full and complete release and termination of all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; andCorporate Agreements. (d) From the date hereof through ix. Prior to the Closing Date, BUYER shall have received an estoppel letter dated not more than three (3) business days prior to the Closing Date from the lessors of the office premises occupied by SELLER, in form and substance acceptable to BUYER, which estoppel letter(s) shall set forth all contracts between SELLER and such lessor, the term remaining under each such contract and shall certify that as of the date of such letter(s) (i) there shall have been no Material Adverse Effect all such contracts are in full force and effect, (ii) Sellers shall have delivered to Buyer the best of their knowledge, no party to any such contract has violated any provision of, or committed or failed to perform any act which, with notice, lapse of time or both, would constitute a certificate default, of any material provision of any such contract, (executed in corporate or limited liability company capacity, without liability iii) to Sellers’ signatory), dated as the knowledge of the Closing Datelessor, no other party to any of such effectcontracts, if any, is in default thereof, and (iv) the lessor consents to and approves the transactions contemplated in this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate the transactions contemplated by purchase of the Assets under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived solely by Buyer in whole or in part to the extent permitted by applicable Law): Buyer): (a) The all representations and warranties of Sellers set forth in this Agreement qualified as to materiality Seller shall be true and correct and those not so qualified shall be true and correct in all material respects, as of the Closing Date with the same effect as though made again at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); ; (b) Sellers Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing DateClosing; (c) Buyer shall have received, in form and substance satisfactory to Buyer and its counsel, each and every other closing document required to be delivered to it under this Agreement, including without limitation, copies of all third party consents and releases of liens required for consummation of the transactions contemplated hereby; (d) there shall not have been commenced any action or proceeding in state or federal court or by or before any administrative body challenging or seeking to prevent the consummation of this Agreement, and there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the sale and purchase of the Assets pursuant to this Agreement; (e) the transactions contemplated by this Agreement shall have been approved by any federal, state, local and foreign governmental or regulatory authority or self-regulatory body the approval of which is required to permit consummation thereof; (f) Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, Date from the Secretary of Seller as to the forgoing effect in his or her corporate bylaws and incumbency; (not personalg) capacity (it being acknowledged and agreed that the signatory to such certificate Buyer shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, received (i) there shall have been no Material Adverse Effect a copy, certified by the Secretary of State of Wyoming, of the articles of incorporation of Seller and (ii) Sellers a good standing certificate for Seller from the Secretary of State of Wyoming; and (h) there shall not have delivered to Buyer a certificate (executed occurred any material adverse change in corporate the Business or limited liability company capacityAssets since September 30, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect1997. 5.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate or limited liability company (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate or limited liability company (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of Sellers set forth the CTM and Principals contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closingtime of the Closing with the same effect as though made again at, and as of, that time, except such as will not have a material adverse effect and except such as would not reasonably be expected to the extent such representations and warranties expressly relate have a material adverse effect on CTM's or any Principal's or CTI's ability to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)perform their respective obligations under this Agreement; (b) Sellers CTM and the Principals shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them CTM and the Principals prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, executed by the president of CTM, each Principal and by the president of CTI certifying to the forgoing effect fulfillment of the conditions specified in his or her corporate Section 8.1(a) and (not personalb) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)hereof; (cd) Sellers no provision of any applicable law or regulation shall prohibit, and there shall not be in effect any injunction, restraining order or decree issued by a court of competent jurisdiction or any Governmental Body that shall prohibit, the consummation of this Agreement and there shall be no action or proceeding pending or threatened by any person seeking any such injunction, order or decree or seeking material damages in connection with the consummation of the transactions contemplated by this Agreement; (e) CTM and Principals shall have delivereddelivered an opinion dated the Closing Date and addressed to Buyer from counsel for CTI, or caused CTM and the Principals, in a form satisfactory to be delivered, to the Buyer, acting reasonably; (f) all orders, consents, Permits, authorizations, approvals, waivers of every Governmental Body or other Person required in connection with the consummation of the items set forth transactions contemplated hereby and all filings, notifications, registrations, notices herewith of all Governmental Bodies or other persons required with respect to the consummation of such transactions shall have been obtained or given; (g) the Buyer shall have, in Section 4.2its sole discretion, or such items are otherwise satisfied as of received a favourable response from the ClosingMinister Responsible for the Investment Canada Act (Canada) determining that the (h) the closing under the CTM Agreement shall have occurred; and (d) From the date hereof through the Closing Date, (i) there the Buyer and each of the parties thereto shall have been no Material Adverse Effect and entered into the Employment Agreements. (iij) Sellers CTM shall have delivered to Buyer obtained a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as under section 116 of the Closing DateIncome Tax Act (Canada) with a "certificate limit" in an amount not less than the "proceeds of disposition", to such effectas those terms are defined for purposes of section 116, in respect of the Consolidation.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); , and Buyer shall have received a certificate signed by an authorized officer of each SellerSellers, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each SellerSellers, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)foregoing effect; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) Sellers shall have delivered, or caused to be delivered, to Buyer, all Buyer a duly executed xxxx of sale in the items set forth in Section 4.2, or such items are otherwise satisfied as form of the Closing; andExhibit A hereto; (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (iie) Sellers shall have deliver or cause to be delivered to Buyer a certificate of non-foreign status from each Seller, in the form attached to this Agreement; (executed f) Sellers shall deliver or cause to be delivered to Buyer a certificate of good standing or its equivalent for each Seller from the Secretary of State of the state of its incorporation and each other jurisdiction in corporate which such Seller is required to be qualified to conduct the Business; (g) Sellers shall deliver or limited liability company capacity, without liability cause to Sellers’ signatory)be delivered to Buyer a certificate from the Secretary or comparable official of each Seller, dated as of the Closing Date, attesting to the resolutions of such effectSeller authorizing the execution, delivery and performance of the Transaction Agreements and to the incumbency of the Person(s) executing any Transaction Agreement on behalf of such Seller; (h) Sellers shall deliver or cause to be delivered to Buyer evidence reasonably acceptable to Buyer and its counsel that all mortgages, security interests, collateral assignments and other Liens (other than Permitted Liens) on any of the Purchased Assets have been released, discharged and terminated in full, and the relevant Purchased Assets or other assigned collateral have been returned to the relevant party; (i) Sellers shall have delivered or caused to be delivered to Buyer a duly executed lease for the Xxxxxxx Facility in the form of Exhibit B hereto (the “Xxxxxxx Lease”); (j) Sellers shall have delivered or caused to be delivered to Buyer a duly executed sublease for the Perris Facility in the form of Exhibit C hereto (the “Perris Sublease”); (k) Sellers shall have delivered or caused to be delivered to Buyer access agreements for the Santa Xxxx Facility, the Pleasanton Facility, the Livermore Facility and the One Live Oak Facility in the form of Exhibit D hereto (the “Access Agreements”); (l) Sellers shall have delivered or caused to be delivered to Buyer an assignment and assumption of lease for the San Diego Facility in the form of Exhibit E hereto (the “San Diego Assignment”); (m) Sellers shall deliver or cause to be delivered to Buyer, to the extent possible, all Records included in the Purchased Assets; (n) Sellers shall have delivered, or caused to be delivered, to Buyer a duly executed assignment and assumption agreement in the form of Exhibit F hereto and duly 44 executed assignments of the U.S. trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. trademark office, and general assignments of all other Purchased Intellectual Property; and (o) Sellers shall have delivered or caused to be delivered to Buyer a written consent to assignment from the counterparty to each Purchased Contract listed on Section 9.01(o) of the Disclosure Letter.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law): (a) The (i) the representations and warranties of Sellers Seller and the Company set forth in this Agreement qualified as to materiality (other than the Fundamental Representations and the representations and warranties set forth in Section 4.22(i)) shall be true and correct at and those as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such date) (without giving effect to any materiality or Material Adverse Effect qualifications contained therein), except for such failures to be true and correct which, individually or in the aggregate, would not so qualified result in a Material Adverse Effect; and (ii) the Fundamental Representations shall be true and correct in all material respects, at and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly Fundamental Representations relate to an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified Fundamental Representations shall be true and correct in all material respects, on and as of such earlier date); and Buyer (iii) the representation and warranty set forth in Section 4.22(i) shall have received a certificate signed by an authorized officer be true and correct in all respects, at and as of each Seller, dated the Closing Date as though made on the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers the Company and Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by each of them on or prior to the Closing Date, and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers Company shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory)certificate, dated as the Closing Date and signed by a senior executive officer of the Company, as to the fulfillment of the conditions set forth in Sections 7.1(a) and 7.1(b) with respect to the Company (the “Company Closing DateCertificate”); (d) Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by a senior executive officer of Seller, as to such the fulfillment of the conditions set forth in Sections 7.1(a) and 7.1(b) with respect to Seller (the “Seller Closing Certificate”); (e) Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by a duly authorized corporate officer of the Company, as described in Section 6.10(e); (f) all consents and approvals required to be obtained and/or delivered by the Company or Seller and other matters described on Schedule 7.1(f) in connection with the execution, delivery and performance of this Agreement shall have been obtained in a form reasonably satisfactory to Buyer and shall be in full force and effect; (g) there shall not be in effect any Law or Order restraining, enjoining or otherwise prohibiting the consummation of the Transaction; and (h) the waiting period, together with any extensions thereof, applicable to the Transaction under the HSR Act shall have expired or early termination shall have been granted and all consents, waivers or approvals as described on Schedule X shall have been obtained.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation obligations of Buyer to consummate purchase the transactions contemplated by this Agreement is Purchased Assets from Seller are subject to the fulfillmentsatisfaction, on or prior to before the Closing Datedate, of each all of the following conditions, which conditions (any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) A. The representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall have been true in all material respects when made and, in addition, shall be true in all material respects on and correct as of the Closing date with the same force and those not so qualified effect as though made on and as of the Closing date. B. Seller shall have, or have caused to be true performed and correct observed, in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required hereunder and shall have complied with all covenants and conditions contained in this Agreement to be performed or and complied with by them it at or prior to the Closing Datedate. C. If, prior to the Closing date, any material part of the Purchased Assets is damaged by fire, other casualty, or any cause or activity not attributable to or under the control of Buyer, Seller shall give Buyer written notice thereof and Buyer may, at its option, terminate this Agreement by written notice of such election given to Seller no later than five (5) working days after receipt of Seller's notice, and upon giving such notice, both parties shall be fully discharged from all duties hereunder and all obligations hereof. However, if Buyer shall not so elect, or if an immaterial part of the Assets is damaged, then Seller hereby assigns to Buyer all of its rights, title and interest in and to any and all insurance proceeds payable by reason of such destruction or damage to the Purchased Assets and Seller hereby agrees to pay Buyer a sum equal to the deductible amount provided in such policies to the extent necessary to correct such damage. D. At or prior to the Closing, Seller and Xxxxxxx X. Xxxxxx shall have received a certificate signed by an authorized officer executed the Non-Competition Agreement as provided in Article XIV herein. E. There shall not have been, between the date of each Seller, dated this Agreement and the Closing Datedate, any materially adverse change in any of the Purchased Assets or the current operations of Seller. F. Seller shall have furnished Buyer with such certificates in form and substance reasonably satisfactory to counsel for Buyer as may be reasonably requested by counsel for Buyer to evidence compliance with the conditions set forth in this Section. G. Either (1) Seller shall have resolved the matters disclosed in Exhibit 9, or (2) Buyer and Seller shall have agreed as to how those matters that will be handled. H. Seller shall have acquired full title to the assets as provided in Paragraph E of Article XII herein, to the forgoing effect in his satisfaction of Buyer's patent counsel. I. At or her corporate (not personal) capacity (it being acknowledged prior to the Closing, Buyer and agreed that the signatory to such certificate Xxxxxxx X. Xxxxxx shall have no personal liability executed the Consulting Agreement as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth provided in Section 4.2, or such items are otherwise satisfied as of the Closing; and (d) From the date hereof through the Closing Date, (i) there shall have been no Material Adverse Effect and (ii) Sellers shall have delivered to Buyer a certificate (executed in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as of the Closing Date, to such effectArticle IX herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable LawBuyer): (a) The all representations and warranties of the Sellers set forth contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closingtime of the Closing with the same effect as though made again at, and as of, that time, except such as will not have a material adverse effect and except such as would not reasonably be expected to have a material adverse effect on any Seller's or the extent such representations and warranties expressly relate Companies' ability to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Buyer shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)perform their respective obligations under this Agreement; (b) the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them the Sellers prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, executed by each Seller and by the president or chief executive officer of each of the Companies certifying to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have delivered, or caused to be delivered, to Buyer, all fulfillment of the items set forth conditions specified in Section 4.2, or such items are otherwise satisfied as of the Closing; and8.1(a) and (b) hereof; (d) From the date hereof through the Closing Dateno provision of any applicable law or regulation shall prohibit, (i) and there shall have been not be in effect any injunction, restraining order or decree issued by a court of competent jurisdiction or any Governmental Body that shall prohibit, the consummation of this Agreement and there shall be no Material Adverse Effect and action or proceeding pending or threatened by any person seeking any such injunction, order or decree or seeking material damages in connection with the consummation of the transactions contemplated by this Agreement; (iie) Sellers shall have delivered an opinion dated the Closing Date and addressed to Buyer from counsel for the Companies and the Sellers, in a certificate form satisfactory to the Buyer, acting reasonably; (executed f) all orders, consents, Permits, authorizations, approvals, waivers of every Governmental Body or other Person required in corporate or limited liability company capacity, without liability to Sellers’ signatory), dated as connection with the consummation of the Closing Datetransactions contemplated hereby and all filings, notifications, registrations, notices herewith of all Governmental Bodies or other Persons required with respect to the consummation of such effecttransactions shall have been obtained or given; (g) the Buyer shall have, in its sole discretion, received a favourable response from the Minister Responsible for the Investment Canada Act (Canada) determining that the Buyer's direct or indirect acquisition and continued direct or indirect ownership of the Companies and each Subsidiary by the Buyer is allowed. For greater certainty, the Buyer shall not, as a condition of obtaining such allowance, be required to deliver any undertaking or agree to any condition, which, in its sole discretion, is not favourable to the Buyer; (h) the closing under the CTI Agreement shall have occurred; (i) the Buyer, the Companies and the Subsidiaries and each of the parties thereto shall have entered into the Employment Agreements; and (j) the Section 116 Certificate described in Section 6.16 shall have been delivered.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the transactions contemplated by purchase of the Terex B.V. Shares under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (conditions, any or all of which may be waived in writing by Buyer in whole or in part to the extent permitted by applicable Law):Buyer: (a) The representations and warranties of Sellers set forth Seller contained in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, respects at and as of the Closingdate hereof and the Closing Time with the same force and effect as though made at and as of the Closing Time, except to for any representation or warranty made or given as of a specified date, which shall have been true and correct in all material respects as at such date. For purposes of this Section 7.1(a), the extent such representations and warranties expressly relate to an earlier date (of Seller in which case such representations and warranties qualified as to materiality shall be true and correct and those not so qualified this Agreement shall be true and correct in all material respectsrespects unless the facts, on and as of events or circumstances giving rise to any untruths or inaccuracies in such earlier date); and Buyer shall representations or warranties have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing same effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateMaterial Adverse Effect (as defined in Section 11.9); (b) Sellers Seller shall have performed and complied in all material respects with all obligations the agreements and agreements covenants required in by this Agreement to be performed or complied with by them Seller prior to or at the Closing Date, and Closing; (c) Buyer shall have received been furnished with a certificate signed by an authorized officer of each Sellercertificate, dated the Closing Date, to the forgoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed of a director of Seller certifying that the signatory to such certificate shall have no personal liability as a result of signing such certificateconditions specified in Sections 7.1(a);, 7.1(b), 7.1(d) and 7.1 (c1) Sellers shall have delivered, or caused to be delivered, to Buyer, all of the items set forth in Section 4.2, or such items are otherwise satisfied as of the Closing; andbeen satisfied; (d) From There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction which prohibits the date hereof through consummation of the Closing Datetransactions contemplated by this Agreement, and there shall not be any action, suit or proceeding pending or threatened before any court of competent jurisdiction, arbitrator or Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling or change would (i) there prevent consummation of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (e) No statute, rule or regulation shall have been no Material Adverse Effect enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated herein or makes such consummation illegal; (f) Any waiting periods applicable to the consummation of the transactions contemplated hereby under applicable Law shall have expired or been terminated, and all required approvals from competition authorities shall have been obtained; (iig) Sellers Seller shall have executed and delivered to Buyer the documents identified in Section 7.3 hereof; (h) Buyer shall have received evidence satisfactory to Buyer that Seller has obtained all third-party consents described in Section 4.4 of the Disclosure Statement; (i) Seller shall have delivered to Buyer a certificate (duly executed in corporate or limited liability company capacityresignations of all officers, without liability to Sellers’ signatory), dated directors and employee benefit plan trustees of Terex B.V. and each Subsidiary effective as of the Closing Time; (j) On the Closing Date, the other Truck Mounted Transactions (as defined in Section 11.9) shall have been consummated simultaneously herewith; (k) Buyer's environmental due diligence shall not have indicated changes in the findings set forth in any of the environmental reports listed in Section 4.18 of the Disclosure Statement which, individually or in the aggregate, indicates liabilities and/or to such effectthe extent reasonably likely to occur, potential liabilities that constitute or can reasonably be expected to constitute a Material Adverse Effect.