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

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement and the Agency Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Agency 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 Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said dates; (b) Purchaser shall have performed such earlier date), and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (db) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing performed and approving complied in all respects with all obligations and agreements required by this Agreement, the Transaction Documents Agreement and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, Agency Agreement to be true, correct, complete and in full force and effect and unmodified as of performed or complied with by Purchaser on or prior to the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from a certificate signed by an authorized officer of Purchaser, dated the United Mizrachi Bank Closing Date, to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;foregoing effect; and (gc) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement all of the items set forth in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 4.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Purchaser set forth in this Agreement qualified as to materially shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects as of the Closing Date as though made on respects, at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification materially shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date), and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying to the foregoing effect; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction that makes illegal, enjoins or otherwise prohibits the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledconsummation of the transactions contemplated hereby; (d) Purchaser shall have delivered (A) copies of resolutions delivered, or caused to be delivered, to Seller evidence of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized wire transfers referred to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing DateSection 3.2; (e) there Purchaser shall not have delivered, or caused to be in effect on the Closing Date any Order or Law restrainingdelivered, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or a duly executed counterpart to the transactions contemplated by this Agreement or any of the Transaction DocumentsAssignment and Assumption Agreement; (f) Seller Purchaser shall have received consent from delivered, or caused to be delivered, to Seller a duly executed counterpart to the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;Offtake Agreement; and (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in counterpart to the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Transition Services Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillmentfulfillment or waiver, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) Each of the representations and warranties of Purchaser set forth contained in this Agreement Article VI that are not qualified by reference to materiality or similar language shall have been true and correct in each all material respects when made on the Effective Date and shall be true and correct in all material respects on and as of the Transaction Documents shall Closing Date (except for representations and warranties which contemplate a different date which need only be true and correct in all material respects as of the Closing Date such date) as though such representations and warranties had been made on and as of such date, and each of the representations and warranties contained in Article VI that are qualified by reference to materiality or similar language shall have been true and correct in all respects when made on the Effective Date and shall be true and correct in all respects on and as of the Closing Date, Date (except that those for representations and warranties that are modified as to materiality or contain which contemplate a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall different date which need only be true and correct in all respects as of said datessuch date) as though such representations and warranties had been made on and as of such date; (b) Purchaser shall have performed and complied in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller there shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) not have been fulfilledinstituted or threatened any Legal Proceeding to enjoin or otherwise prevent or prohibit the consummation of the transactions contemplated hereby, or any pending or threatened Legal Proceeding seeking material damages that relate to or arise out of this Agreement or the consummation of the transactions contemplated hereby; (d) Purchaser a majority in interest of the limited partners of Seller shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized consented to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any in accordance with the terms of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, ’s partnership agreement and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentsapplicable securities laws; (fe) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;[Reserved]; and (gf) Purchaser shall have delivered, or caused to be delivered, to Seller the following documents, agreements, instruments and other deliverables: (i) the Purchase Price in accordance with Article III (ii) a duly executed Indemnity Escrow Agreement in the form attached hereto as Exhibit A hereto (ii) a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B H hereto; (hiii) certificate of existence of Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreementissued by the office of the Secretary of State of the State of Delaware; and, (iv) certificate of the Secretary of Purchaser, dated the Closing Date and certifying: (A) that attached thereto are true and complete copies of all resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (B) to the incumbency and specimen signature of each officer of Purchaser executing this Agreement and/or the Transaction Documents and a certification by another officer of Purchaser as to the incumbency and signature of the Secretary of Purchaser.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Purchaser set forth contained in this Agreement and in each of the Transaction Documents that are not qualified by materiality or Material Adverse Effect, shall be true and correct in all material respects as of the Closing Date as though if made on and as of the Closing DateDate (or, except that those representations if given as of a specific date, at and warranties that are modified as to of such date), and if qualified by materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification , shall be true and correct in all respects as of said datesthe Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller Purchaser shall have received a certificate signed by an authorized officer delivered to Seller in writing, at and as of Purchaser, dated the Closing Date, a certificate duly executed by Purchaser, in form and substance reasonably satisfactory to Seller and its counsel, certifying that the conditions contained in each of Sections 9.1(a8.2(a) and 9.1(b(b) have been fulfilledsatisfied; (d) Purchaser shall have delivered to the Seller, and subject to the provisions of this Agreement, (i) a copy of the filed Charter Documents, as amended, of Purchaser, certified as of a recent date by the Nevada Secretary of State; (ii) a certificate of the Secretary of Purchaser dated the Closing Date and certifying (A) copies that attached is a true, correct and complete copy of the Charter Documents of Purchaser as in effect on the date of the certificate and at all times since a date prior to the date of the resolutions of Purchaser described in item (B) below, (B) that attached is a true, correct and complete copy of the resolutions adopted by the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all other documents delivered by Purchaser and the consummation by Purchaser of the transactions contemplated by this Agreement and all other documents, and that these resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the filed Charter Documents of Purchaser have not been amended since the date of the last amendment furnished pursuant to (i) above and no action has been taken by Purchaser or its shareholders, directors or officers in contemplation of the filing of any further amendment or in contemplation of the liquidation or dissolution of Purchaser, and (D) as to the incumbency and specimen signature of the officer of Purchaser executing this Agreement or any other document; (iii) a certificate of counsel to Purchaser dated the Closing Date as to the incumbency and signature of the Secretary of Purchaser; (e) As set forth and based on the assumptions set forth in this Agreement and including any other adjustments to the Purchaser Common Stock contemplated in this Agreement, the Closing Date Payment will represent not less than 60% of the issued and outstanding shares of common stock of the Purchaser immediately after the Closing; (f) Purchaser shall have eliminated all obligations and liabilities of Purchaser as of the Closing Date, other than monetary obligations of not more than $2,000, in each case to the satisfaction of the Seller; (g) As of a time immediately prior to the Closing Date, the Purchaser will have no more than 150,000,000 shares of Purchaser Common Stock issued and outstanding, and no preferred stock outstanding, and no obligation to issue any shares of Purchaser Common Stock pursuant to any warrants, options, convertible securities or other agreements, whether oral or written, other than Purchaser Common Stock in the Pre-Closing Financing, for the conversion of any assumed obligation of the Seller, or for the payment of any finder fees in connection with the Pre-Closing Financing or as otherwise specifically provided in this Agreement; (h) As of the Closing Date, the Purchaser will have raised the Pre-Closing Financing, which investor funds from the sale of the Purchaser Common Stock will be good funds in an account of the Purchaser, or such other account as mutually agreed upon by the Parties, and such gross proceeds will not have been used to pay any of the liabilities of the Purchaser existing at or before the Closing Date, including the cost of the raising of such amount; (i) As of the Closing Date, any applicable waiting period under Rule 14f-1 promulgated under the Securities Exchange Act of 1934 will have been satisfied and the sole director and officer of the Purchaser shall have resigned as a director and officer of Purchaser. Concurrently, Cxxxx Xxxxxxxxxx and Pxxx Xxxxx will have been appointed by the sole director of the Purchaser to be directors of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; Parent; (Bj) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as As of the Closing Date;Date the name of the Purchaser will have been changed to a name that is the same as or similar to World Moto Company, as agreed upon by the Seller and Purchaser. (ek) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement hereby; (l) all consents, approvals, Orders or any of the Transaction Documents authorizations of, or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement registrations, declarations or any of the Transaction Documents to Sellerfilings with, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could required in connection with the execution, delivery or performance hereof shall have been obtained or made on terms and conditions reasonably be expected satisfactory to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;Seller; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (gm) Purchaser shall have delivered, or caused made each of the closing deliveries set forth in Section 8.4 to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSeller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller’s obligation to effect the Closing and to take the other actions required to be taken by Seller to consummate at the transactions contemplated by this Agreement are Closing is subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Seller in writing, in whole or in part to the extent permitted by applicable Lawpart): (a) the All representations and warranties of made by Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects on and as of the Closing Date as though if made on at and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects such representation made as of said datesa specific date (other than the date hereof) shall only need to have been true on and as of such date; (b) The covenants and obligations that Purchaser shall have performed and complied in all material respects is required to perform or to comply with all obligations and agreements required by pursuant to this Agreement to be performed or complied with by Purchaser on at or prior to the Closing Datemust have been duly performed and complied with; (c) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Purchaser of the Shares, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) Representatives of Seller shall have received completed the due diligence review of the operations, condition (financial and other), prospects, assets and liabilities of, and other matters related to, the Purchaser and its business to Seller’s satisfaction; (e) Purchaser shall have delivered to Seller all of the deliverables described herein; and (f) Purchaser shall have executed and delivered to Seller a certificate signed by of an authorized appropriate officer of Purchaser, Purchaser dated the Closing Date, certifying stating that the conditions contained set forth in Sections 9.1(a) and 9.1(b) herein have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andsatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are on the Closing Date is subject to the fulfillment, satisfaction or waiver at or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):precedent: (a) the representations and warranties of Purchaser set forth the Buyer contained in this Agreement and in each of the Transaction Documents Article V shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that if those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made at and correct in all respects as of said datessuch time (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (b) Purchaser the Buyer shall have performed and complied performed, in all material respects with respects, all obligations and agreements required by this Agreement complied with all covenants contemplated herein that are necessary to be performed or complied with by Purchaser on it at or prior to the Closing Datebefore Closing; (c) Seller shall have received a certificate signed by from an authorized officer of PurchaserBuyer certifying the satisfaction of the conditions set forth in this Section 7.3; (d) Seller shall have received from counsel to Buyer an opinion, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) form and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing substance reasonably satisfactory to Seller and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Dateits counsel; (e) there shall not all actions, corporate or other, to be taken by the Buyer in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of connection with the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to SellerAgreement, and there all documents incident thereto, shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result satisfactory in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law form and substance to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;and its counsel; and (f) Seller the consents, authorizations, orders, permits and approvals described in Section 7.1(d) shall contain no terms or conditions that, in the reasonable judgment of Seller, will have received consent a Material Adverse Effect on Seller, or will materially affect the Seller's benefits to be obtained from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andtransaction contemplated herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Purchaser Buyer set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, Date (except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date, in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that this condition shall be deemed to have been satisfied unless the individual or aggregate impact of any inaccuracies of such representation and warranties would be reasonably likely to have a material adverse effect on Buyer’s ability to consummate the Transaction; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser Buyer on or prior to the Closing Date; (c) Seller Buyer shall have received delivered to Seller a certificate certificate, dated the Closing Date and signed by an authorized officer of PurchaserBuyer, dated as to the Closing Date, certifying that fulfillment of the conditions contained set forth in Sections 9.1(aSection 7.2(a) and 9.1(b) have been fulfilledSection 7.2(b); (d) Purchaser Seller shall have delivered (A) copies of resolutions of received the board of directors of Purchaser authorizing items and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, wire transfers required to be true, correct, complete and in full force and effect and unmodified as of the Closing Datedelivered to Seller pursuant to Section 1.5; (e) there shall not be in effect on the Closing Date any Law or Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction DocumentsTransaction; (f) Seller the waiting period, together with any extensions thereof, applicable to the Transaction under the HSR Act shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;expired or early termination shall have been granted; and (g) Purchaser the Property Transaction shall have delivered, been consummated or caused closed into escrow contemporaneously with or prior to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andClosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the fulfillment, prior to or on the Closing Date, of each satisfaction of the following additional conditions (any at or all of which may be prior to the Closing Date unless waived by Seller in whole or in part pursuant to the extent permitted by applicable Law):Section 6.4 hereof: (a) the The representations and warranties of Purchaser and Merger Sub set forth in this Agreement and in each of the Transaction Documents Article 3 hereof shall be true and correct in all material respects as of the date of this Reorganization Agreement and as of the Closing Date as though made on and as of the Closing DateDate (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as otherwise contemplated by this Reorganization Agreement or consented to in writing by Seller; provided, however, that those (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties that are modified as relating to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in all respects as of said datesthe aggregate, a Material Adverse Effect on Purchaser; (b) Purchaser and Merger Sub shall have performed and complied in all material respects with performed all obligations and agreements complied with all covenants required by this Reorganization Agreement and the Plan of Merger to be performed or complied with by Purchaser on at or prior to the Closing Date; (c) Seller Each of Purchaser and Merger Sub shall have received delivered to Seller a certificate signed by an authorized officer of Purchasercertificate, dated the Closing DateDate and signed by its respective Chairman, certifying CEO, Executive Vice President or Senior Vice President to the effect that the conditions contained set forth in Sections 9.1(aparagraphs (a) and 9.1(b(b) of this section have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreementsatisfied; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller the Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller the Sellers in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in each all respects (without giving effect to any qualifications or limitations as to “materiality”, “Material Adverse Effect” or words of similar import set forth therein) as of the Transaction Documents shall date of this Agreement and as of the Closing as though made at and as of the Closing, except for those representations and warranties that address matters only as of a particular date need only be true and correct in all material respects as of such date, and except where the Closing Date as though made on and as failure of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be so true and correct would not, individually or in all respects as the aggregate, have a material adverse effect on the ability of said datesPurchaser to perform its obligations under this Agreement; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated in form and substance reasonably satisfactory to the Closing DateSellers, certifying to the effect that the conditions contained specified in Sections 9.1(aSection 10.2(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies Section 10.2(b), duly executed by such officer, solely in such capacity on behalf of resolutions of the board of directors of Purchaser authorizing and approving this AgreementXxxxxxxxx, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified dated as of the Closing Date;; and (ed) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction (including the Bankruptcy Court) restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andhereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth contained in this Agreement shall be true and correct in each all material respects on and as of the Transaction Documents Closing Date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, provided, however, that this condition precedent to Closing shall be deemed satisfied unless the Closing Date as though made on and as failure of the Closing Date, except that those such representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be so true and correct in all material respects as would reasonably be expected to have, in the aggregate, a material adverse effect on Purchaser’s ability to consummate the Transactions; and Seller shall have received a certificate signed by an authorized officer of said datesPurchaser, without personal liability to the executing officer, dated on the Closing Date, to the effect that the condition set forth in this paragraph (a) has been satisfied; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, without personal liability to the executing officer, dated on the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;foregoing effect; and (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (gc) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement all of the items set forth in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 4.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations The Fundamental Representations of Buyer and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Buyer Parent contained herein shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as (without giving effect to materiality any “materiality” or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification qualifier set forth therein), in each case, on and as of the date hereof and as of the Closing Date (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 Buyer 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 all respects each case, on and as of said dates;the date hereof and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be so true and correct as of the date specified). (b) Purchaser shall Buyer will have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser Buyer on or prior to the Closing Date;, including delivery of the Initial Purchase Price (which shall be deliverable at the Closing). (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall Buyer will have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement copies of each deliverable set forth in Section 2.4(b) (other than Section 2.4(b)(i), which shall be deliverable at the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andClosing).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to on or on before the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth contained in this Agreement and in each of the Transaction Documents Article ‎6 shall be true and correct in all material respects (i) on the date of this Agreement and (ii) at the Closing as if given as of such date (except to the Closing Date extent that any such representation and warranty expressly speaks as though made on of a particular date, in which case such representation and warranty shall be true and correct as of such date); provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section ‎8.2(a) shall be deemed to have been satisfied even if any representations and warranties of Purchaser are not so true and correct unless the failure of such representations and warranties of Purchaser to be so true and correct (read for purposes of this Section ‎8.2(a) without any materiality or Purchaser Material Adverse Effect qualification or any similar qualification), individually or in the aggregate, has had or would reasonably be expected to result in a Purchaser Material Adverse Effect and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datesthe foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to before the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date, to the foregoing effect; (ec) there the Bankruptcy Court shall have entered the Sale Order, and the Sale Order shall not be in effect on have been voided, reversed or vacated or made subject to a stay; and (d) the Closing Date any Order or Law restrainingdeliveries set forth in Section ‎4.3 shall have been delivered to Seller or, enjoining or otherwise prohibiting or making illegal where applicable in the consummation of any case of the transactions contemplated by this Agreement or any of Closing deliveries set forth in Section 4.3(c), the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andother Persons specified therein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The All the obligations of the Seller to consummate sell the Initial Shares and to do any other acts at the Closing shall, at or before the Closing, be subject to the following conditions: (a) No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller, the Purchaser or the Company or any Subsidiary, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which is reasonably likely to render it impossible or unlawful to consummate such transactions or which could have a Seller Material Adverse Effect; (b) The Purchaser shall have fully performed all its obligations which are subject required to be performed hereunder prior to the fulfillment, prior to Closing except for those which do not materially and adversely affect this Agreement or on the Closing Date, of each completion of the following conditions (any or all Transaction, and the Purchaser shall have provided payment of which may be waived by Seller the Initial Purchase Price and shall have issued the documents required in whole or in part to the extent permitted by applicable Law):Section 4.5; (ac) Each of the representations and warranties of made by the Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct when made and true and correct in all material respects as of the Closing Date Date, respectively, as though if made on each of these dates (except to the extent that any such representation and warranty is specifically provided only as of the Closing Datean earlier date, except that those representations in which case such representation and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification warranty shall be have been true and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledsuch earlier date); (d) The Purchaser and the Seller shall have delivered (A) copies received, each in form and substance reasonably satisfactory to the Seller, all Authorizations of resolutions all Governmental Authorities and officials necessary for the consummation of the board of directors of Purchaser authorizing Transaction and approving this Agreement, the Transaction Documents and the all transactions contemplated hereby and thereby and all of by the transactions and agreements contemplated hereby and therebyAncillary Agreements; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;and (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) The Seller shall have received consent from received, in form and substance reasonably satisfactory to the United Mizrachi Bank to Purchaser’s assumption Seller, the Remaining Shares Letter of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andCredit.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Lawin its sole discretion): (a) the The representations and warranties of Purchaser set forth contained in this Agreement and or any schedule, certificate or other document delivered pursuant hereto or thereto or in each of connection with the Transaction Documents transactions contemplated hereby or thereby shall be true and correct in all material respects (other than representations and warranties that are qualified as of the Closing Date as though to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) both when made on and as of the Closing Date, except that those or in the case of representations and warranties that are modified made as to materiality or contain of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification specified date, such representations and warranties shall be true and correct in all respects correct, to the extent set forth above, as of said datessuch specified date; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date, except where such failure to perform is immaterial (other than the obligations and agreements that are qualified as to materiality or Material Adverse Effect, each of which shall have been complied with in all respects on or prior to the Closing Date), and Seller shall have received from Purchaser a certificate to the effect set forth in clause (a) and this clause (b), signed by a duly authorized officer thereof; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the Antitrust Laws shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;have been granted; and (fe) Seller the FCC Consent shall have received consent from been granted by the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andFCC.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the fulfillment, prior to or on as of the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable LawSeller): (a) the representations and warranties of Purchaser Buyer set forth in this Agreement and in each of the Transaction Documents Article V shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements undertakings required by this Agreement to be performed or complied with by Purchaser Buyer on or prior to the Closing Date; (c) Seller shall have received been furnished with a certificate signed by an authorized officer of Purchasercertificate, dated the Closing Date, Date and executed by an officer of Buyer certifying that to the fulfillment of the conditions contained specified in Sections 9.1(a7.2(a) and 9.1(b) have been fulfilled(b); (d) Purchaser the Settlement Agreement shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and been entered into by all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Dateparties thereto; (e) there the Foreign Settlement Agreements shall not be in have been entered into by all parties thereto; (f) The Hong Kong Resolutions shall have been entered into; (g) no judgment, order or decree shall have been rendered which has the effect on the Closing Date any Order or Law restraining, of enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction DocumentsAgreement; (fi) Seller Buyer and all other parties thereto shall have received consent from executed and delivered the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank LoanForeign Manufacturing Rights Agreement; (gj) Purchaser Hugo Boss and all other parties thereto shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in delivered the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Concurrent Use Agreement; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement Closing are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Purchaser Buyer set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, Date (except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date, in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that this condition shall be deemed to have been satisfied unless the individual or aggregate impact of any inaccuracies of such representation and warranties would be reasonably likely to have a material adverse effect on Buyer’s ability to consummate the Transaction; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser Buyer on or prior to the Closing Date; (c) Seller Buyer shall have received delivered to Seller a certificate signed by an authorized officer of Purchasercertificate, dated the Closing DateDate and signed by a senior executive officer of Buyer, certifying that as to the fulfillment of the conditions contained set forth in Sections 9.1(aSection 7.2(a) and 9.1(b7.2(b) have been fulfilled(the “Buyer Closing Certificate”); (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Law or Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Transaction; (e) the waiting period, together with any of the transactions contemplated by this Agreement or any of extensions thereof, applicable to the Transaction Documents under the HSR Act shall have expired or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement early termination shall have been granted and all consents, waivers or any of the Transaction Documents to Seller, and there approvals as described on Schedule X shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;have been obtained; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser Buyer shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement evidence of the wire transfers referred to in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 1.5 hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and close the transactions contemplated by this Agreement are Transaction is subject to the fulfillment, on or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Lawpart): (a) the The representations and warranties of Purchaser set forth Buyer contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) on and as of said dates;the date hereof and on and as of the Closing Date with the same effect as though made at and as of the Closing Date (except those representations and warranties that address matters only as of a specified date or period, the accuracy of which shall be determined as of that specified date or for that period in all respects). (b) Purchaser Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements conditions required by this Agreement to be performed or complied with by Purchaser on or it prior to or on the Closing Date;Closing; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Seller No Action shall have received a certificate signed by an authorized officer of Purchaser, dated been commenced against any Party that would prevent the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) Closing. No injunction or restraining order shall have been fulfilled;issued by any Third Party Governmental Body, and be in effect, which restrains or prohibits the Transaction contemplated hereby. (d) Purchaser Buyer shall have delivered by wire transfer of immediately available funds (Ai) copies amount(s) equal to the Seller Transaction Expenses, by wire transfer of resolutions immediately available funds, to each payee of the board of directors of Purchaser authorizing and approving this Agreement, Seller Transaction Expenses as set forth on the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of PurchaserClosing Statement; and (Cii) an amount equal to the names Closing Date Cash Payment, by wire transfer of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaserimmediately available funds, to Seller as set forth on the Closing Statement. (e) At least 45 days prior to the Closing, Buyer shall have delivered to Seller an assumption agreement with respect to the Assigned DEP Consent Order, which shall be truecontingent and effective upon the Closing, correctin a form acceptable to Seller (“Consent Order Assumption Agreement”), complete duly executed by Seller, which may be delivered by Seller to the PADEP with or in connection with the Southwest Regional Office Notice. (f) At least 30 days prior to the Closing, Seller shall have delivered to the PADEP the Southwest Regional Office Notice. (g) XXXX shall have executed and delivered a certificate and general release agreement, in full force form(s) acceptable to Seller, that all amounts payable by Seller to XXXX under the XXXX Contract or otherwise have been reimbursed or otherwise paid to XXXX and effect all other liabilities and unmodified obligations have been fulfilled or waived and released, except for the amounts payable that relate to preliminary and design work for the Central Business District (which is an Assumed Liability under Section 1.2(d)). (h) Buyer shall have delivered to Seller the following: (i) a certificate, dated as of the Closing DateDate and duly executed by Xxxxx, that each of the conditions set forth in Section 2.2(a) and Section 2.2(b) have been satisfied, and, to Buyer’s Knowledge, the conditions set forth in Section 2.2(c) has been satisfied (the “Buyer Bring-Down Certificate”); (eii) there shall not be in effect on the Closing Date any Order or Law restrainingPennVest Loan Assignment Documents, enjoining or otherwise prohibiting or making illegal each duly executed by Xxxxx (as Assignee thereunder) (and the consummation required opinions of any counsel of Buyer to PennVest as are required by the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction PennVest Loan Assignment Documents); (fiii) Seller shall have received the PennVest Loan Assignment Documents, each duly executed by PennVest (or other consent from by PennVest to the United Mizrachi Bank to Purchaser’s assignment and assumption of Liabilities of Seller under all the United Mizrachi Bank LoanPennVest Project Loans); executed by Xxxxx; (giv) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto;Agreement, duly (hv) Purchaser shall have deliveredthe Prospect Pump Station Deed, or caused to be delivered, to Seller a duly executed Escrow Agreementby Xxxxxx; and (vi) the Quitclaim Deed, duly executed by Xxxxxx.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate effect the transactions contemplated by this Agreement contempleted herein are subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be conditions, unless waived by Seller in whole or in part to the extent permitted by applicable Law):writing: (a) the The representations and warranties of Purchaser EUI set forth in this Agreement and in each of the Transaction Documents shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that those representations if and warranties that are modified as to materiality or contain a qualification referring the extent any failures to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates;would not have a material adverse effect on EUI. (b) Purchaser From the date of this Agreement through the Closing Date, EUI shall not have suffered any adverse changes in its business, operations or financial condition which are material to EUI (other than changes generally affecting the industries in which EUI operates, including changes due to actual or proposed changes in law or regulation). (c) EUI shall have materially performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on it under this Agreement at or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;. (d) Purchaser EUI shall have delivered (A) furnished Seller with copies of (i) resolutions duly adopted by its Boards of Directors approving the board execution and delivery of directors this Agreement and all other necessary or proper corporate action to enable them to comply with the terms of Purchaser authorizing and approving this Agreement, and (ii) to the Transaction Documents and extent required pursuant to EUI's charter or bylaws, resolutions duly adopted by the transactions contemplated hereby and thereby and all holders of the transactions and agreements contemplated hereby and thereby; (B) EUI Shares approving the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names issuance of the officer or officers of Purchaser authorized EUI Shares, such resolutions to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all be certified by any authorized representative the Secretary or Assistant Secretary of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;EUI. (e) there All actions, proceedings, instruments and documents required to carry out this Agreement, or incidental hereto, and all other legal matters shall not be in effect on the Closing Date any Order have been approved by Seller or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents counsel to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller such counsel shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have deliveredall documents, or caused to be delivered, to Seller a duly executed Assignment certificates and Assumption Agreement other papers reasonably requested by it in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andconnection therewith.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement sale of Purchased Assets as provided for herein are subject to the fulfillment, prior to fulfillment or satisfaction on or before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):writing. (a) the All representations and warranties of Purchaser set forth Buyer contained in this Agreement and or in each of the Transaction Documents any certificate or other document delivered to Seller pursuant hereto shall be complete, true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of PurchaserBuyer to such effect; (b) Buyer shall have performed all of the obligations, dated covenants and agreements contained in this Agreement to be performed by Buyer on or before the Closing Date, certifying that and Seller shall have received a certificate signed by an officer of Buyer to such effect; (c) All instruments and documents required on Buyer’s part to effectuate and consummate the conditions contained transactions contemplated hereby, including those described in Sections 9.1(a) and 9.1(b) have been fulfilledSection 3.03, shall be delivered by Buyer; (d) Purchaser All conditions precedent to the Close of Escrow set forth in the Real Property Purchase Agreement shall have delivered (A) copies of resolutions been satisfied pursuant to the terms of the board of directors of Purchaser authorizing and approving this Real Property Purchase Agreement, including all deliveries required prior to the Transaction Documents and the transactions contemplated hereby and thereby and all Close of the transactions and agreements contemplated hereby and therebyEscrow; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;and (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 in effect on the Closing Date pending, any Order action or Law restrainingproceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, enjoining or otherwise prohibiting or making illegal the consummation of challenging any of the transactions contemplated by this Agreement or any seeking monetary relief by reason of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution consummation of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andtransactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate sell the transactions contemplated by this Agreement Shares at the Closing are subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each of the following conditions (unless satisfaction of any or all of which may be such condition is expressly waived by Seller in whole or in part to the extent permitted by applicable LawSeller): (a) the The representations and warranties of Purchaser set forth contained in this Agreement and in each of the Transaction Documents Article III shall be true accurate and correct in all material respects as of the Closing Date as though made on and as of such date (except in the Closing Datecase of any representation or warranty that by its terms is made as of a date specified therein, which shall be accurate in all material respects as of such date), except to the extent that those the aggregate effect of all inaccuracies in such representations and warranties that are modified as to materiality would not be or contain have a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datesmaterial adverse effect; (b) Purchaser shall have performed and complied with, in all material respects with respects, all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or it prior to or at the Closing DateClosing; (c) Seller No Proceeding by any Governmental Authority shall have received a certificate signed be pending which seeks to prohibit or declare illegal the transactions contemplated by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained this Agreement and no Law or Judgment shall be in Sections 9.1(a) and 9.1(b) have been fulfilledeffect having any such result; (di) Purchaser shall have delivered (A) copies All Consents the granting of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal which are required for the consummation of any of the transactions contemplated by this Agreement, including without limitation the Consent and any amendments necessary or desirable relating to the Credit Agreement on terms and subject only to conditions acceptable to Seller in its sole discretion, shall have been obtained and (ii) Seller shall have executed documents sufficient for the refinancing of the Credit Agreement, either through an amendment of the Credit Agreement or any a refinancing of Facility A of the Transaction Documents Credit Agreement with Chase or that could reasonably be expected to otherwise result another lender, in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, each case on terms and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law conditions acceptable to Seller or in its sole discretion; (e) Purchaser shall have delivered the transactions contemplated by this Agreement or any of the Transaction DocumentsPurchase Price to Seller as provided in Sections 1.3; (f) Seller shall have received consent from Purchaser a certificate, signed by an appropriate officer of Purchaser, as to the United Mizrachi Bank to Purchaser’s assumption satisfaction of Liabilities the conditions set forth in paragraphs (a) and (b) of Seller under the United Mizrachi Bank Loanthis Section 6.2; (g) Purchaser shall have delivered, or caused to be delivered, prepared and delivered to Seller the executed documents necessary to register a duly executed Assignment and Assumption Agreement provisional registration in favor of Seller of each of the form attached hereto as Exhibit B hereto;Company Marks; and (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow and delivered the Trademark Usage Agreement and the Software License Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to before or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law; provided, however, that Seller agrees that it shall not waive the condition set forth in Section 8.2(f) before the six month anniversary of the date hereof): (a) Purchaser shall be deemed to remake the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents 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, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser it on or prior to before the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the Antitrust Laws shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (fe) Seller shall have received consent from the United Mizrachi Bank Adjusted Purchase Price pursuant to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;Section 3.2; and (gf) the transactions contemplated by (i) that certain Asset Purchase Agreement dated as of the date hereof by and between Xxxx Pipeline Company, L.P. and Purchaser and (ii) that certain Limited Liability Company Membership Interest and Stock Purchase Agreement dated as of the date hereof by and between Xxxx Hydrocarbon Management Company, LLC and Purchaser shall have delivered, or caused to each be delivered, to Seller a duly executed Assignment consummated simultaneously with the Closing and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andtransactions contemplated herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated to be performed by this Agreement are it in connection with the Closing is subject to the fulfillment, prior to or on the Closing Date, of each satisfaction of the following conditions (conditions, any or all of which may be waived in writing by Seller Novoste in whole or in part its sole discretion to the extent permitted by applicable Lawlaw, and each of which Purchaser and BMI hereby agree to use their Commercially Reasonable Efforts to satisfy at or prior to the Closing (except paragraph (a) thereof): (a) the The Merger shall have been consummated. (b) The representations and warranties of Purchaser set forth and BMI contained in this Agreement and in each of the Transaction Documents Article IV shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing Date, except that those with the same effect as though all such representations and warranties that were made at and as of the Closing (except for representations and warranties which are modified as to materiality of a specific date or contain a qualification referring which relate to a “Material Adverse Effect” specific period other than or any similar modification not including the date of the Closing, as the case may be, and except for changes therein contemplated or qualification shall be true permitted by this Agreement), Purchaser and correct in all respects as of said dates; (b) Purchaser BMI shall have performed and complied in all material respects with all obligations of their covenants contained in Article V, and agreements required by this Agreement Purchaser and BMI shall have delivered to be performed or complied with by Purchaser on or prior Seller a certificate to that effect, dated the date of the Closing Date;executed by their President (the “Purchaser/BMI Officers’ Certificates”). (c) Seller Novoste shall have received a certificate signed of the Secretary of Purchaser and BMI, in form and substance reasonably satisfactory to Novoste, with respect to the approval and authorization by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of each of Purchaser authorizing and approving BMI of this Agreement, Agreement and the Transaction Documents and consummation of the transactions contemplated hereby and thereby and all (the “Purchaser/BMI Secretaries’ Certificates”). (d) No temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition preventing transfer of title of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names Acquired Assets or assumption of the officer Assumed Liabilities shall be in effect. There shall be no suit, action, investigation, inquiry or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified other proceeding by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of governmental authority or any other Person or any other legal or administrative proceeding pending or threatened which questions the Closing Date; (e) there shall not be in effect on the Closing Date any Order validity or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any legality of the transactions contemplated by this Agreement Agreement, or seeks damages in connection therewith. The provisions of this Section 6.2(d) may not be asserted by Seller to prevent the Closing from occurring if Seller has solicited or encouraged any of the Transaction Documents actions, suits, proceedings or other events that could reasonably be expected are the basis for the condition precedent set forth in this Section 6.2(d) not being satisfied. (e) The approvals set forth in Schedule 6.2(e) with respect to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement shall have been obtained or any of given, as the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;case may be. (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have deliveredexecuted and delivered to Novoste (1) the Assumption Agreement, or caused to be delivered(2) the Assignment of Patents, to Seller a duly executed (3) the Assignment of Trademarks, and Assumption Agreement in (4) the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Rights Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Article VI shall be true and correct correct, in all material respects on and as of the date hereof and 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 Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “qualified by materiality, Material Adverse Effect” Effect or any similar modification or qualification phrases shall be true and correct in all respects accordance with their terms as of said datesthe date hereof and on and 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 Date, and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (dc) Purchaser 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 10.2 shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing been duly obtained, made or given and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to shall be true, correct, complete and in full force and effect and unmodified as of the Closing Date;effect; and (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (gd) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement all of the items set forth in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 4.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of --------------------------------------------- Seller to consummate the transactions contemplated by sale under this Agreement are is subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable LawSeller): (a) the all representations and warranties of Purchaser set forth Buyer shall be true in this Agreement all material respects (except as to those representations and in each warranties which by their terms are qualified by some standard of the Transaction Documents materiality, which representations and warranties shall be true and correct in all material respects as of the Closing Date as though made on respects) at and as of the time of the Closing Date, except that with the same effect as though those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made at and correct in all respects as of said datesthat time; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or it prior to or at the Closing DateClosing; (c) Seller shall have received been furnished with a certificate signed by an authorized officer of Purchaser, (dated the Closing Date, Date and in form and substance reasonably satisfactory to Seller) executed by the Chief Operating Officer of Buyer certifying that to the fulfillment of the conditions contained specified in Sections 9.1(a7.2(a) and 9.1(b) have been fulfilled7.2(b); (d) Purchaser Seller shall have delivered been furnished with an opinion of Weil, Gotshal & Xxxxxx LLP, counsel to Buyer, substantially in the form of Exhibit F hereto; --------- (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (Be) the certificate of incorporationwaiting period under the HSR Act, as amendedif applicable, and bylaws, as amended, of Purchaser; and (C) the names of the officer shall have expired or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Datebeen earlier terminated; (ef) there shall not be in effect on the Closing Date any Order injunction or Law restraining, enjoining restraining order issued by a court of competent jurisdiction in an action or otherwise prohibiting or making illegal proceeding against the consummation of any the sale and purchase of the transactions contemplated by Purchased Assets pursuant to this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank LoanAgreement; (g) Purchaser shall have delivered, or caused all proceedings to be deliveredtaken and all documents to be executed and delivered by Buyer in connection with the consummation of the transactions contemplated hereby, including, without limitation, the documents listed in Section 8.2, shall be reasonably satisfactory in form and substance to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B heretoits counsel and shall be delivered to Seller; (h) Purchaser Seller shall have deliveredobtained any consents, approvals or caused waivers required pursuant to be deliveredthat certain Loan and Security Agreement, by and among Congress Financial Corporation (Southern), as Agent, the Lenders parties thereto, and Seller (f/k/a The New Xxxx Company), dated as of September 12, 1996, as amended, for the execution of this Agreement and the consummation of the transactions contemplated hereby; and (i) Buyer shall have paid to Seller a duly executed Escrow Agreement; andthe portion of the Purchase Price described in Section 2.4.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Purchaser set forth contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though (except to the extent made on and with reference to an earlier date, in which case as of the Closing Datesuch earlier date), except that those representations where the failure of any such representation or warranty to be true and warranties that are modified as correct (without giving effect to materiality any “materiality”, “material” or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects qualifier set forth therein) as of said datesthe Closing Date (or express earlier date) would not have a material and adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller Purchaser shall have received a certificate signed by delivered to Seller an authorized officer Officer’s Certificate of Purchaser, dated the Closing Date, Purchaser certifying that the conditions contained set forth in Sections 9.1(aSection 8.2(a) and 9.1(bSection 8.2(b) have been fulfilledmet; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby and no action shall have been taken nor any Law enacted by any Governmental Body that makes the consummation of the transactions contemplated hereby illegal; (e) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;have been granted; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have deliveredmade, or caused to have been made, the deliveries contemplated by Section 3.3. If the Closing occurs, all Closing conditions set forth in this Section 8.2 that have not been fully satisfied as of the Closing shall be delivered, deemed to Seller a duly executed Assignment and Assumption Agreement in have been waived by the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSeller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to need not consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of hereby unless the following conditions (any or all of which may shall be waived by Seller in whole or in part to the extent permitted by applicable Law):fulfilled: (a) 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 counsel for Seller. (b) Except for changes in the ordinary course of business or as otherwise contemplated or permitted by this Agreement, the representations and warranties of Purchaser set forth Buyer and Parent contained herein or in this Agreement and in each of the Transaction Documents any certificate or document delivered to Seller pursuant hereto shall be true deemed to have been made again at and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall then be true and correct in all respects as of said dates; (b) Purchaser material respects; Buyer and Parent shall have performed and complied in all material respects with all obligations and agreements and, conditions required by this Agreement to be performed or complied with by Purchaser on or them prior to or at the Closing Date;; and Seller shall have been furnished with certificates of appropriate officers of Buyer and Parent dated as of the Closing Date certifying to the fulfillment of the foregoing conditions. (c) Seller shall have received a certificate signed by been furnished with an authorized officer opinion dated as of Purchaser, dated the Closing DateDate of counsel for Buyer and Parent, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;effect that: (di) Purchaser shall have delivered (A) copies of resolutions Buyer and Parent are duly organized and validly existing corporations in good standing under the laws of the board State of directors Delhi and the State of Purchaser authorizing Delaware, respectively, and approving this Agreement, Buyer is qualified to do business as a Indian corporation and is in good standing in the Transaction Documents State of Delhi. (ii) Buyer and Parent each 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 thereby; the execution, delivery and performance by each of Buyer and Parent of the Agreements to which it is a party have been duly authorized by all requisite corporate action on the part of Buyer and Parent; each of the Agreements to which it is a party has been duly executed and delivered by Buyer and Parent, as the case may be, and (assuming due execution and delivery by Seller of those Agreements to which it is a party) constitutes a valid and binding obligation of Buyer and Parent, 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 Undertaking executed and delivered to Seller by Buyer at the Closing is valid in accordance with its terms and is effective to provide, as between Buyer and Seller, for the assumption by Buyer of all of the transactions obligations and agreements contemplated hereby liabilities of Seller specified therein which are valid and therebybinding obligations and liabilities of Seller; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;and (eiv) there shall Except as may be specified by said counsel, they do not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation know of any of action, suit or governmental, administrative, arbitration or regulatory proceeding or investigation pending or threatened against or relating to Buyer or Parent which could have a materially adverse impact on the transactions contemplated by this Agreement Agreement. In rendering such opinion, counsel to Buyer and Parent may rely upon certificates of one or more officers of Buyer 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 Parent or any of its officers or directors seeking to restrain, prevent, or change the Transaction Documents transactions contemplated hereby or that could reasonably be expected 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 Buyer or Parent, necessary on the part of Buyer or Parent, or their respective subsidiaries or affiliates, to otherwise result in a material diminution the execution and delivery of this Agreement and the benefits consummation of the transactions contemplated by this Agreement hereby, other than routine post-closing notifications or any of the Transaction Documents to Sellerfilings, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, been obtained or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andeffected.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller’s obligation to effect the Closing and to take the other actions required to be taken by Seller to consummate at the transactions contemplated by this Agreement are Closing is subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Seller in writing, in whole or in part to the extent permitted by applicable Lawpart): (a) the All representations and warranties of made by Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects on and as of the Closing Date as though if made on at and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects such representation made as of said datesa specific date (other than the date hereof) shall only need to have been true on and as of such date; (b) The covenants and obligations that Purchaser shall have performed and complied in all material respects is required to perform or to comply with all obligations and agreements required by pursuant to this Agreement to be performed or complied with by Purchaser on at or prior to the Closing Datemust have been duly performed and complied with; (c) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Purchaser of the Assets, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) Representatives of Seller shall have received completed the due diligence review of the operations, condition (financial and other), prospects, assets and liabilities of, and other matters related to, the Purchaser and its business to Seller’s satisfaction; (e) Purchaser shall have delivered to Seller all of the deliverables described in Section 2.4(b); and (f) Purchaser shall have executed and delivered to Seller a certificate signed by of an authorized appropriate officer of Purchaser, Purchaser dated the Closing Date, certifying stating that the conditions contained set forth in Sections 9.1(aSection 6.2(a) and 9.1(bSection 6.2(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andsatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the fulfillment, prior to or on as of the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable LawSeller): (a) the representations and warranties of Purchaser Buyer set forth in this Agreement and in each of the Transaction Documents Article V shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements undertakings required by this Agreement to be performed or complied with by Purchaser Buyer on or prior to the Closing Date; (c) Seller shall have received been furnished with a certificate signed by an authorized officer of Purchasercertificate, dated the Closing Date, Date and executed by an officer of Buyer certifying that to the fulfillment of the conditions contained specified in Sections 9.1(a7.2(a) and 9.1(b) have been fulfilled(b); (d) Purchaser the applicable waiting period, including any extension thereof, under the HSR Act shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized expired without action taken to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the prevent consummation of any of the transactions contemplated by this Agreement Agreement; (e) no judgment, order or any decree shall have been rendered which has the effect of enjoining the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits consummation of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;Agreement; and (f) Seller the Settlement Agreement shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;been entered into by all parties thereto; and (g) Purchaser the Foreign Settlement Agreements shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B heretobeen entered into by all parties thereto; (h) Purchaser The Hong Kong Resolutions shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreementbeen entered into by all parties thereto; and (i) the Escrow Agreement shall have been entered into by all parties thereto.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller Sellers in whole or in part to the extent permitted by applicable Law or Environmental Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality or Material Adverse Effect shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller Sellers shall have received a certificate signed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Sellers, dated as of the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b4.3(a)-(b) have been fulfilledsatisfied in all respects; (d) Purchaser no Legal Proceedings shall have delivered (A) copies of resolutions of the board of directors of been instituted or threatened or claim or demand made against any Seller or Purchaser authorizing and approving this Agreementseeking to restrain or prohibit, or to obtain damages resulting in a Material Adverse Effect with respect to, the Transaction Documents and consummation of the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amendedhereby, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (ge) Purchaser (or its designated Affiliate or Affiliates) shall have delivered, or caused to be delivered, to Seller Sellers a duly executed Assignment and Assumption Agency Agreement in the form attached hereto as Exhibit B heretoE; (f) Purchaser (or its designated Affiliate or Affiliates) shall have delivered, or caused to be delivered, to Sellers a duly executed Lease Agreement in the form attached hereto as Exhibit F; (g) Purchaser (or its designated Affiliate or Affiliates) shall have delivered, or caused to be delivered, to Sellers a duly executed assignment and assumption agreement in the form attached hereto as Exhibit B; (h) Purchaser shall have delivered, or caused to be delivered, to Seller Sellers a duly executed Escrow AgreementAgreement in the form of Exhibit C; (i) Purchaser (or its designated Affiliate or Affiliates) shall have delivered, or caused to be delivered, to Sellers a duly executed Supply Agreement in the form attached hereto as Exhibit D; (j) Purchaser shall have delivered, or caused to be delivered, a duly executed copy of the Connecticut Property Transfer Act “Form III” as the “transferee,” to be prepared by or on behalf of Global Wire USA (the term “transferee” shall have the definition or usage set forth in the Connecticut Property Transfer Act); and (k) Purchaser shall have delivered to Sellers a list providing the names of each of U.S. Sellers’ Employees that have accepted the offer of employment served to them by Purchaser.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date), and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (ec) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (fd) Seller all consents and approvals of the FCC shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loanbeen obtained; (ge) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed evidence of the wire transfer referred to in Section 3.2; (f) Purchaser shall have delivered to Seller the Assignment and Assumption Agreement in Agreement, duly executed by Purchaser; (g) Purchaser shall have delivered to Seller the form attached hereto as Exhibit B heretoIntellectual Property Agreement, duly executed by Purchaser; (h) Purchaser shall have delivered, or caused to be delivered, delivered to Seller a the Telecommunication Services Agreement, duly executed Escrow by Purchaser; (i) Purchaser shall have delivered to Seller the Reseller Agreement, duly executed by Purchaser; (j) Purchaser shall have delivered to Seller the CNAM Agreement, duly executed by Purchaser; (k) Purchaser shall have delivered to Seller the Colocation Agreement, duly executed by Purchaser; and (l) Purchaser shall have delivered to Seller the Corporate Account Agreement, duly executed by Purchaser.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) at and as of the Closing, the representations and warranties of the Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects (without regard to “materiality”, “Material Adverse Effect” or other materiality qualifications included therein), 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 in all respects on and as of said datessuch earlier date), except where the failure of such representations and warranties to be so true and correct individually or in the aggregate would not reasonably be expected to have a material adverse effect on Purchaser or prevent, materially delay or materially impede the ability of the Purchaser to timely consummate the transactions contemplated by this Agreement; (b) Purchaser shall have performed and complied in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions to Company and Seller a certificate to the effect that each of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (Bconditions specified in Sections 10.2(a) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (Cb) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, have been satisfied in all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;respects. (ed) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (e) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement evidence of the wire transfers referred to in the form attached hereto as Exhibit B hereto;Section 3.2 hereof; and (hg) Purchaser shall have delivered, or caused cause to be delivered, to Seller a duly executed Escrow License Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date, Date (except that those the accuracy of representations and warranties that are modified by their terms speak as to materiality of a specified date will be determined as of such date); provided, however, that in the event of a breach of a representation or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification warranty, the condition set forth in this Section 8.2(a) shall be true deemed satisfied unless the effect of all such breaches of representations and correct in all respects as of said dateswarranties taken together have resulted in, or would reasonably be expected to result in, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller there shall have received not be in effect any Order by a certificate signed by an authorized officer Governmental Body of Purchasercompetent jurisdiction restraining, dated enjoining or otherwise prohibiting the Closing Date, certifying that consummation of the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledtransactions contemplated hereby; (d) Purchaser Seller shall have delivered (A) copies obtained all necessary Consents of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized parties to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing DateContract set forth on Schedule 8.2(d); (e) there shall not be in effect on the Closing Date pending or threatened any Order investigation or Law restraining, enjoining Legal Proceeding to which a Governmental Body is a party seeking to restrain or otherwise prohibiting or making illegal prohibit the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (f) Seller at least thirty (30) days shall have received consent passed from the United Mizrachi Bank date that Seller or Parent receives written notice from Purchaser of (i) any circumstance, effect, change, event or development known to Purchaser that, individually or taken together with all other circumstances, effects, changes, events or developments known to Purchaser’s assumption , has had, or would reasonably be expected to have, a Material Adverse Effect or (ii) a breach of Liabilities any representation, warranty, covenant or agreement of Seller under or Parent set forth in this Agreement; provided, however, that this paragraph (f) shall not be applicable to any such Material Adverse Effect or breach which is not capable of being cured by Seller or Parent during such thirty (30) day period through the United Mizrachi Bank Loan;exercise of its commercially reasonable efforts; and (g) Purchaser shall have delivered, or caused to be delivered, executed and delivered to Seller a duly executed Assignment and Assumption Agreement the instruments described in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 4.2(b).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate Sellers at the transactions contemplated by this Agreement Closing are subject to the fulfillment, satisfaction on or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):set forth below. (a) the Buyer's representations and warranties of Purchaser set forth contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser ; Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on Buyer at or prior to the Closing Date; (c) Seller Closing; and Sellers shall have received a certificate signed by an authorized officer of Purchasercertificate, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;, signed by Buyer to the foregoing effects. (b) No action or proceeding shall have been instituted or threatened for the purpose or with the possible effect of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof. (c) All necessary action (corporate or otherwise) shall have been taken by Buyer and Holdings to authorize, approve and adopt this Agreement and the consummation and performance of the transactions contemplated hereby, and Sellers shall have received a certificate, dated as of the Closing Date, of Buyer and Holdings to the foregoing effect. (d) Buyer, Seller and the escrow agent shall have entered in to the Escrow Agreement. (e) there shall not be in effect on Buyer and Durwxxx xxxll have entered into the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;Consulting Agreement. (f) Seller Sellers and Holdings shall have received consent from entered into the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;Registration Rights Agreement. (g) Purchaser At the Closing, Buyer shall have delivereddeliver, or caused cause to be delivered, to Seller a duly executed Assignment and Assumption Agreement in Sellers each of the form attached hereto as Exhibit B heretofollowing: (i) the Purchase Price, less the Escrowed Funds; (hii) Purchaser shall have deliveredsuch documents as Sellers may request relating to the existence and good standing of Buyer and Holdings under the laws of the State of Delaware, or caused the authority of Buyer and Holdings to be deliveredenter into this Agreement and any other matters relevant hereto, all in form and substance reasonably satisfactory to Sellers; (iii) an opinion from Bakex & Xottx, X.L.P., counsel to Buyer and Holdings, to Seller a duly executed Escrow Agreementthe effect set forth in Exhibit G, incorporating such reliance, assumptions, qualifications and limitations as are customary and reasonable; and (iv) An assumption of the lease (which shall be satisfactory to Buyer and shall contain the rent amounts and term set forth on Schedule 3.3 hereto) regarding the Theater in St. Josexx, Xxssouri.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated Contemplated Transactions as provided by this Agreement are is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller Pax Christi in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects (without giving effect to any materiality qualifiers set forth therein) at and as of the Closing Date as though made Closing, except to the extent such representations and warranties relate expressly to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date) and Pax Christi shall have received a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, except to the foregoing effect; provided that those in the event any such representation or warranty has been breached the condition set forth in this Section 10.2(a) shall nevertheless be deemed satisfied unless the effect of all such breaches of representations and warranties that are modified as taken together would prevent or materially delay the ability of Purchaser to materiality perform its obligations under this Agreement or contain a qualification referring the ability of Purchaser to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datesconsummate the Contemplated Transactions; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller , and Pax Christi shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date, to the foregoing effect; provided that the condition set forth in this Section 10.2(b) shall be deemed satisfied unless all such failures to so perform or comply taken together prevent or materially delay the ability of Purchaser to perform its obligations under this Agreement or the ability of Purchaser to consummate the Contemplated Transactions; (ec) there all notices, consents, approvals, licenses or Permits, or waivers thereof, of the Governmental Bodies set forth in Section 10.2(c) of the Seller Disclosure Schedule shall not be in effect on the Closing Date have been made or obtained by Seller, and any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of applicable waiting period under any of the transactions contemplated by this Agreement Antitrust Laws shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;been terminated; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (gd) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement all of the items set forth in the form attached hereto as Exhibit B Section 4.3 hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement sale of Purchased Assets as provided for herein are subject to the fulfillment, prior to fulfillment or satisfaction on or before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):writing. (a) the All representations and warranties of Purchaser set forth Buyer contained in this Agreement and or in each of the Transaction Documents any certificate or other document delivered to Seller pursuant hereto shall be complete, true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of PurchaserBuyer to such effect; (b) Buyer shall have performed all of the obligations, dated covenants and agreements contained in this Agreement to be performed by Buyer on or before the Closing Date, certifying that and Seller shall have received a certificate signed by an officer of Buyer to such effect; (c) All instruments and documents required on Buyer's part to effectuate and consummate the conditions contained transactions contemplated hereby, including those described in Sections 9.1(a) and 9.1(b) have been fulfilledSection 3.03, shall be delivered by Buyer; (d) Purchaser No law or order shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreementbeen enacted, the Transaction Documents and entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amendedhereby, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not have been threatened, nor shall there be in effect on the Closing Date pending, any Order action or Law restrainingproceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, enjoining or otherwise prohibiting or making illegal the consummation of challenging any of the transactions contemplated by this Agreement or any seeking monetary relief by reason of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution consummation of the benefits such transactions; and (e) The existing letter of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result credit in the issuance face amount of any such Order or $100,000 issued by Citizens Bank to the enactment, promulgation or deemed applicability Commonwealth of any such Law to Seller or Massachusetts Department of Education for the transactions contemplated by this Agreement or any account of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, been returned to Seller for cancellation with Buyer substituting therefore a duly executed Assignment and Assumption Agreement in substitute letter of credit or other collateral acceptable to the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andMassachusetts Department of Education.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller under this Agreement are, at its option, subject to consummate satisfaction of the following conditions at or prior to the Closing Date: 6.1 No investigation, proceeding or litigation, at law or in equity, by any governmental or regulatory commission, agency or other body or authority or by any other person, firm, corporation or other entity shall be pending on the Closing Date which challenges the consummation of the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each which claims damages against Purchaser or Seller as a result of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each consummation of the Transaction Documents transactions contemplated hereby, or which adversely affects any of the operations of the Subject Assets. 6.2 The warranties and representations made herein by Purchaser to Seller shall be true and correct in all material respects on and as of the Closing Date with the same effect as though if such warranties and representations had been made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations agreements and agreements covenants contained herein on its part required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;. (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, 6.3 All proceedings to be true, correct, complete and taken in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal connection with the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to SellerAgreement, and there all certificates, documents and instruments incidental thereto, shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result satisfactory in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law form and substance to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) and its counsel and Seller shall have received consent copies of such documents and instruments as Seller and its counsel may reasonably request in connection with such transactions. 6.4 The funding of the Seller Loan and the delivery to the Seller of good funds in the full amount thereof as follows: (a) One Hundred Fifty Thousand Dollars ($150,000) shall be immediately disbursed to Seller from the United Mizrachi Bank Client Trust Account at such time as (i) all UCC-1 Financing Statement liens covering any of the Subject Assets relating to the California Centers have been released or subordinated to the UCC-1 Financing Statement lien of Purchase (Purchaser’s assumption 's Lien) being given to secure the Seller Loan, with the exception of Liabilities that certain UCC-1 Financing Statement filed on August 4, 1994 under filing number 1994159261 in favor of Allen and Elise Deddens (the "Deddens Lien"); xxx (xx) x first priorixx xxen in xxxxx xx Xxxchaser xxx xxxx xxxorded against the leasehold interest of Seller under in and to the United Mizrachi Bank Newbury Park, California Center, also being given to secure the Seller Loan;. (gb) Purchaser One Hundred Fifty Thousand Dollars ($150,000.00) shall have delivered, or caused to be delivered, immediately disbursed to Seller from the Client Trust Account at such time as (i) a duly executed Assignment first priority lien in favor of Purchaser has been recorded against the leasehold interest of Seller in and Assumption Agreement in to the form attached hereto as Exhibit B hereto; Lake Forest, California Center being given to secure the Seller Loan; and (hii) the Deddens Lien has been released or subordinated to Purchaser shall have delivereds Lien, wxxxx xxxxxxx or caused subordination, at the direction of Seller, may b accomplished by the disbursement of the required amount of Seller Loan funds from the Client Trust Account directly to be delivered, to Seller a duly executed Escrow Agreement; andthe holders of the Deddens Lien.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate complete the transactions contemplated by this Agreement sale of Purchased Assets as provided for herein are subject to the fulfillment, prior to fulfillment or satisfaction on or before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):writing. (a1) the All representations and warranties of Purchaser set forth Buyer contained in this Agreement and or in each of the Transaction Documents any certificate or other document delivered to Seller pursuant hereto shall be complete, true and correct in all material respects as of the Closing Date as though made on and as of (except to the Closing Date, except that those extent such representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects speak as of said dates; (b) Purchaser shall have performed a particular date), and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized the chief executive officer of PurchaserBuyer to such effect; (2) Buyer shall have performed all of the obligations, dated covenants and agreements contained in this Agreement to be performed by Buyer on or before the Closing Date, certifying that and Seller shall have received a certificate signed by the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledchief executive officer of Buyer to such effect; (d3) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing All instruments and approving this Agreement, the Transaction Documents documents required on Buyer's part to effectuate and consummate the transactions contemplated hereby including those set forth in Section 3.3 shall be delivered by Buyer and thereby shall be in form and all of substance reasonably satisfactory to Seller and its counsel; and (4) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amendedhereby, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not have been threatened, nor shall there be in effect on the Closing Date pending, any Order action or Law restrainingproceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, enjoining or otherwise prohibiting or making illegal the consummation of challenging any of the transactions contemplated by this Agreement or any seeking monetary relief by reason of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution consummation of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andtransactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law): ): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification 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); notwithstanding the foregoing, the Purchaser Fundamental Representations shall be true and correct in all respects as of said dates; (other than de minimis inaccuracies); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; ; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected hereby; (d) Purchaser shall have obtained all consents, waivers and approvals referred to otherwise result in Schedule 9.1(g) hereof in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents form satisfactory to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; ; (fe) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser Purchasers shall have delivered, or caused to be delivered, to Seller evidence of the wire transfer referred to in Section 3.2 hereof; (f) Purchaser shall have delivered to Seller a duly executed Bill of Sale, Assignment and Assumption Agreement Agreement, in the form attached hereto as Exhibit B heretoA; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification materially shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by hereby; (d) the waiting periods under the HSR Act and the Bank Merger Act shall have expired or early termination shall have been granted and Purchaser shall have obtained any other consent, approval, order or authorization of, non-objection to, or registration, declaration or filing with, any Governmental Body, including the OTS and FDIC, required to be obtained or made in connection with the execution and delivery of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits performance of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentsherein; (fe) Seller Purchaser shall have received consent from delivered, or caused to be delivered, to Seller evidence of the United Mizrachi Bank wire transfer referred to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;in Section 3.3, if applicable; and (gf) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment assignment and Assumption Agreement assumption agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andE.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Lawlaw): (a) the representations and warranties of Purchaser set forth contained in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of Purchaser contained in each of the Transaction Documents this Agreement that are not so qualified shall be true and correct in all material respects respects, in each case as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, and except further to the extent that the facts or matters as to which such representations and warranties are modified not so true and correct as of such dates (without giving effect to any qualifications or limitations as to materiality set forth therein), individually or contain in the aggregate, have not had and would not reasonably be expected to have a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect on the ability of Purchaser to enter into and perform this Agreement and consummate the transactions contemplated hereby. Seller shall be true and correct in all respects as have received a certificate signed on behalf of said datesPurchaser by an executive officer of Purchaser to such effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, including without limitation delivery of the items required to be delivered by Purchaser under Section 2.3; (c) Seller no Actions shall have received been instituted or threatened or claim or demand made against Seller, the Company, or Purchaser 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 certificate signed by an authorized officer Governmental Authority of Purchasercompetent jurisdiction restraining, dated enjoining or otherwise prohibiting the Closing Date, certifying that consummation of the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;transactions contemplated hereby; and (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andhereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Seller Seller, in whole or in part to the extent permitted by applicable Lawpart): (a) each of the representations and warranties of Purchaser set forth Buyer contained in Article 4 that are qualified by reference to materiality thresholds shall have been true and correct as of the date of this Agreement and in shall be true and correct at and 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 Transaction Documents representations and warranties of Buyer contained in Article 4 that are not so qualified shall have been true and correct as of the date of this Agreement and shall be true and correct in all material respects at and 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 in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datessuch particular date); (b) Purchaser Buyer shall have performed all obligations and complied with all covenants in all material respects with all obligations and agreements that are required by the terms of this Agreement to be performed or complied with by Purchaser on or prior to before the Closing Date; (c) Seller the Escrow Agent shall have received a certificate signed by an authorized officer of Purchaser, dated delivered its executed counterpart signature page to the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledEscrow Agreement; (d) Purchaser no investigation, suit, action or other proceeding shall have delivered (A) copies of resolutions of be threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or other relief in connection with this Agreement or the board of directors of Purchaser authorizing and approving this Agreement, the other Transaction Documents and or the consummation of the transactions contemplated hereby and or thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in have a material diminution Material Adverse Effect or impair on the ability of the benefits of 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 or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from been duly approved, by the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Required Seller under the United Mizrachi Bank LoanStockholder Vote; (g) Purchaser Seller shall have deliveredbe able to deliver to Buyer the documents and agreements set forth in Sections 5.1(i), or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto;(m)–(p); and (h) Purchaser Buyer shall have delivered, or caused to be delivered, delivered to Seller a duly executed Escrow Agreement; andall of the items set forth in Section 2.4(b).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to before or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) Purchaser shall be deemed to remake the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents 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, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser it on or prior to before the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the Antitrust Laws shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (fe) Seller shall have received consent from the United Mizrachi Bank Adjusted Purchase Price pursuant to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;Section 3.2; and (gf) the transactions contemplated by that certain Asset Purchase Agreement dated as of the date hereof by and between Xxxx Pipeline Company, L.P. and Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment consummated simultaneously with the Closing and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andtransactions contemplated herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment, satisfaction or waiver at or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):precedent: (a) the representations and warranties of Purchaser set forth CEPCB contained in this Agreement and in each of the Transaction Documents Article V hereof shall be true and correct in all material respects (other than any representation or warranty qualified by materiality, which must be accurate and complete in all respects) when made and, except to the extent such representations and warranties by their terms relate only to a specified earlier date or time period, at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that if those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made at and correct in all respects as of said datessuch time, except as otherwise contemplated or permitted by this Agreement; (b) Purchaser CEPCB shall have performed and complied in all material respects with all obligations and agreements required by this Agreement complied with all covenants necessary to be performed or complied with by Purchaser it on or prior to before the Closing Date; (c) all corporate proceedings taken by CEPCB and its member in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in all respects to Seller and Seller’s counsel, and Seller and Seller’s counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request; (d) Seller shall have received a certificate signed by from an authorized officer of PurchaserCEPCB, dated the Closing Datein form satisfactory to counsel for Seller, certifying that fulfillment of the conditions contained matters referred to in Sections 9.1(aparagraphs (a) and 9.1(b(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing DateSection 8.2; (e) there the Escrow Agreement shall not have been executed and delivered by CEPCB and the Escrow Agent and shall be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, full force and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentseffect; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption CEPCB a good standing certificate, as of Liabilities a current date, for CEPCB from its state of Seller under the United Mizrachi Bank Loanorganization; (g) Purchaser Seller shall have deliveredreceived the opinion of Xxxxxxx Xxxxx LLP, or caused counsel for CEPCB, dated the Closing Date, in form and substance satisfactory to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto;Seller’s counsel; and (h) Purchaser Seller shall have delivered, received such other documents or caused to be delivered, to instruments as Seller a duly executed Escrow Agreement; andor its counsel may reasonably request consistent with CEPCB’s obligations hereunder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller Seller’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions: (a) Purchaser shall have taken all actions (whether corporate or otherwise) which, in Seller’s reasonable judgment, are necessary or appropriate to authorize the execution and delivery of this Agreement, the transactions contemplated by this Agreement are subject Agreement, and all documents and instruments incident to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):such transactions; (ab) the The representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Article III above shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller No temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition preventing transfer of title of the Acquired Assets shall have received a certificate signed be in effect. There shall be no suit, action, investigation, inquiry or other proceeding by an authorized officer any governmental authority or any other Person or any other legal or administrative proceeding pending or threatened which questions the validity or legality of Purchaserthe transactions contemplated by this Agreement, dated the Closing Date, certifying that the conditions contained or seeks damages in Sections 9.1(a) and 9.1(b) have been fulfilledconnection therewith; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing performed and approving complied with all agreements and conditions contained in this Agreement, the Transaction Documents Agreement and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, required to be true, correct, complete and in full force and effect and unmodified as of the Closing Dateperformed or complied with by it prior to or contemporaneously with Closing; (e) there Purchaser shall not be in effect on have delivered to Seller a certificate dated as of the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law form acceptable to Seller or certifying compliance with the transactions contemplated by this Agreement or any of the Transaction Documentsconditions specified in Sections 5.2(a) through 5.2(d) hereof; (f) Seller Purchaser shall have received consent from the United Mizrachi Bank delivered to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;all deliveries contemplated by Section 7.3(b) hereof; and (g) Seller may, in a writing signed at or prior to the Closing, (i) waive any condition specified in this Section 5.2, if it executes a writing so stating at or prior to the Closing; (ii) extend Purchaser shall have delivered, or caused an opportunity to be delivered, to Seller a duly executed Assignment and Assumption Agreement in cure any of the form attached hereto as Exhibit B hereto; foregoing conditions; and/or (hiii) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andterminate Purchaser’s obligations hereunder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated by sale of the Xxxxxxx Shares under this Agreement are is subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (conditions, any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):Seller: (a) the The representations and warranties of Purchaser set forth Buyer contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the date hereof and the Closing Date Time with the same effect as though made on at and as of the Closing DateTime, except that those representations and warranties that are modified for any representation or warranty made or given as to materiality or contain of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification specified date, which shall be have been true and correct in all material respects as of said datesat such date; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations the agreements and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or it prior to or at the Closing DateClosing; (c) Seller shall have received been furnished with a certificate signed by an authorized officer of Purchasercertificate, dated the Closing Date, of a director of Buyer certifying that the conditions contained specified in Sections 9.1(a7.2(a), 7.2(b) and 9.1(b7.2(d) have been fulfilledsatisfied; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there There shall not be in effect on the Closing Date any Order injunction or Law restraining, enjoining or otherwise prohibiting or making illegal 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 been enacted by any Governmental Authority which prohibits the consummation of the Transaction Documents transactions contemplated herein or that could reasonably be expected makes such consummation illegal; (f) Any waiting periods applicable to otherwise result in a material diminution the consummation of the benefits transactions contemplated hereby under any 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 Agreement, or any (ii) 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 Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller Mergers Act shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loanlapsed; (g) Purchaser Buyer shall have delivered, or caused to be delivered, executed and delivered to Seller a duly executed Assignment and Assumption Agreement the documents identified in the form attached hereto as Exhibit B heretoSection 7.3 hereof; (h) Purchaser Buyer shall have delivered, or caused to be delivered, delivered the Xxxxxxx Purchase Price to Seller a duly executed Escrow Agreementin accordance with Section 2.2 hereof; (i) On the Closing Date, the other Truck Mounted Transactions shall have been consummated simultaneously herewith; and (j) Terex Corporation shall have been released from its obligations under the Guarantee described in Section 6.17.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller’s obligation to effect the Closing and to take the other actions required to be taken by Seller to consummate at the transactions contemplated by this Agreement are Closing is subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Seller in writing, in whole or in part to the extent permitted by applicable Lawpart): (a) the All representations and warranties of made by Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects on and as of the Closing Date as though if made on at and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects such representation made as of said datesa specific date (other than the date hereof) shall only need to have been true on and as of such date; (b) The covenants and obligations that Purchaser shall have performed and complied in all material respects is required to perform or to comply with all obligations and agreements required by pursuant to this Agreement to be performed or complied with by Purchaser on at or prior to the Closing Datemust have been duly performed and complied with; (c) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Purchaser of the Shares, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) Representatives of Seller shall have received completed the due diligence review of the operations, condition (financial and other), prospects, assets and liabilities of, and other matters related to, the Purchaser and its business to Seller’s satisfaction; (e) Purchaser shall have delivered to Seller all of the deliverables described in Section 2.4(b); and (f) Purchaser shall have executed and delivered to Seller a certificate signed by of an authorized appropriate officer of Purchaser, Purchaser dated the Closing Date, certifying stating that the conditions contained set forth in Sections 9.1(aSection 6.2(a) and 9.1(bSection 6.2(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andsatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date or the FCC Licenses Closing Date, as applicable, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date or the FCC Licenses Closing Date, as applicable, as though made on the Closing Date or the FCC Licenses Closing Date, as applicable, except to the extent such representations and warranties 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 Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date or the FCC Licenses Closing Date, as applicable, to the foregoing effect; (b) the representations and warranties of Purchaser set forth in the Note shall be true and correct in all material respects, at and as of the Closing Date, except that those representations and warranties that are modified as Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datesthe foregoing effect; (bc) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date or the FCC Licenses Closing Date; (c) , as applicable, and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date or the FCC Licenses Closing Date, certifying that as applicable, to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (d) Purchaser there shall have delivered (A) copies not be in effect any Order by a Governmental Body of resolutions competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all hereby; (e) Seller shall have obtained consents of third parties to the assignment by Seller of a number of Tower Site Leases such that, together with those Tower Site Leases not requiring consent to the assignment thereof, Purchaser shall obtain at Closing valid leasehold rights to use a minimum of sixty five percent (65%) of the transactions and agreements contemplated hereby and thereby; (B) communication sites not owned by Seller but used by Seller in the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names operation of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified Business as of the Closing Date; (ef) there with respect to the FCC Licenses, either(i) the FCC Consent to the Foreign Ownership Application and the Assignment Applications shall not be have been granted by the FCC, or (ii) the FCC shall have granted its consent to the assignment of the FCC Licenses to the third party designated by Purchaser pursuant to Section 7.5d)(iii); provided, however, that if neither of the conditions set forth in effect on clauses (i) and (ii) of this paragraph have been satisfied by the date that is one hundred (100) days after the date hereof, the Closing Date any Order or Law restrainingshall proceed as to all Purchased Assets except for the FCC Licenses, enjoining or otherwise prohibiting or making illegal which shall be the consummation of any subject of the transactions separate FCC Licenses Closing, provided that the Short Term Lease contemplated by this Agreement Section 7.5(d)(X) shall have been effective on or any of the Transaction Documents or that could reasonably be expected prior to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank LoanDate; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in evidence of the form attached hereto as Exhibit B heretowire transfer of the Cash Consideration; (h) Purchaser shall have delivered, or caused to be delivered, delivered to Seller a the Assignment and Assumption Agreement, duly executed Escrow by Purchaser; (i) Purchaser shall have delivered to Seller the Note, duly executed by Purchaser; (j) Purchaser shall have delivered to Seller the Copyright Security Agreement, duly executed by Purchaser; (k) Purchaser shall have delivered to Seller the Trademark Security Agreement, duly executed by Purchaser; (l) Purchaser shall have delivered to Seller the Patent Security Agreement, duly executed by Purchaser; (m) Purchaser shall have delivered to Seller the Contracts Security Agreement, duly executed by Purchaser; (n) Purchaser shall have delivered to Seller the Pledge Agreement, duly executed by Purchaser; (o) Purchaser shall have delivered to Seller the Copyright Assignment, duly executed by Purchaser; (p) Purchaser shall have delivered to Seller the Trademark Assignment, duly executed by Purchaser; (q) Purchaser shall have delivered to Seller the Patent Assignment, duly executed by Purchaser; (r) Purchaser shall have delivered to Seller the Pager Assignment, duly executed by Purchaser; (s) Purchaser shall have delivered to Seller the Clinton Sub-Lease Agreement, duly executed by Purchaser; (t) Purchaser shall have delivered to Seller the Jxxxxxx Lease Assignment Agreement or the Jackson Sub-Lease Agreement, duly executed by Purchaser; (u) Purchaser shall have delivered to Seller the Access Agreement, duly executed by Purchaser; (v) At the Closing or the FCC Licenses Closing, as applicable, Purchaser or the Sister Subsidiary or other Purchaser Designee shall have delivered to Seller the Instrument of Assignment, duly executed, as applicable, by Purchaser or the Sister Subsidiary or other Purchaser Designee; (w) Purchaser shall have delivered to Seller the Subcontract for GSA Agreement, duly executed by Purchaser; (x) Purchaser shall have delivered to Seller the Transition Services Agreement, duly executed by Purchaser; and (y) Seller shall have received the Lender Consents.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement or any certificate or other document furnished or to be furnished to Seller pursuant to this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller there shall have received not be in effect any Order by a certificate signed by an authorized officer Governmental Body of Purchasercompetent jurisdiction restraining, dated enjoining or otherwise prohibiting the Closing Date, certifying that consummation of the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledTransactions; (d) Purchaser shall have delivered (A) copies of resolutions of wired the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized Purchase Price to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and Seller in full force and effect and unmodified as of the Closing Dateaccordance with Section 3.2; (e) there Purchaser shall not have delivered, or caused to be in effect on the Closing Date any Order or Law restrainingdelivered, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or a duly executed bxxx of sale in substantially the transactions contemplated by this Agreement or any form of the Transaction DocumentsExhibit A hereto; (f) Seller Purchaser shall have received consent from delivered, or caused to be delivered, to Seller a duly executed assignment and assumption agreement in the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loanform attached hereto as Exhibit B hereto; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B heretoTransition Services Agreement; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow AgreementRelease; and (i) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed assignment and assumption agreement for all data rights of Seller arising out of its participation and membership in Creosote Council I, II, or III, data compensation rights under 40 C.F.R. § 152.98 and 152.135(f), and all of Seller’s federal creosote product registrations.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate effect the transactions contemplated by this Agreement contempleted herein are subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be conditions, unless waived by Seller in whole or in part to the extent permitted by applicable Law):writing: (a) the The representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that those representations if and warranties that are modified as to materiality or contain a qualification referring the extent any failures to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates;would not have a material adverse effect on Purchaser. (b) From the date of this Agreement through the Closing Date, Purchaser shall not have suffered any adverse changes in its business, operations or financial condition which are material to Purchaser (other than changes generally affecting the industries in which Purchaser operates, including changes due to actual or proposed changes in law or regulation). (c) Purchaser shall have materially performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on it under this Agreement at or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;. (d) Purchaser shall have delivered (A) furnished Seller with copies of (i) resolutions duly adopted by its Boards of Directors approving the board execution and delivery of directors this Agreement and all other necessary or proper corporate action to enable them to comply with the terms of Purchaser authorizing and approving this Agreement, and (ii) to the Transaction Documents and extent required pursuant to Purchaser's charter or bylaws, resolutions duly adopted by the transactions contemplated hereby and thereby and all holders of the transactions and agreements contemplated hereby and thereby; (B) Purchaser Shares approving the certificate issuance of incorporationthe Purchaser Shares, as amended, and bylaws, as amended, such resolutions to be certified by the Secretary or Assistant Secretary of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;. (e) there All actions, proceedings, instruments and documents required to carry out this Agreement, or incidental hereto, including the consent of Seller's Board of Directors, and all other legal matters shall not be in effect on the Closing Date any Order have been approved by Seller or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents counsel to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated such counsel shall have received all documents, certificates and other papers reasonably requested by this Agreement or any of the Transaction Documents;it in connection therewith. (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused its sole shareholder to be delivered, deliver to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered825,000 shares of eUniverse, or caused to be delivered, to Seller a duly executed Escrow Agreement; andInc. common stock.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated Contemplated Transactions as provided by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement (including in the Financing Certificate) qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date), and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; provided, however, that in the event any such representation or warranty has been breached, the condition set forth in this Section 10.2(a) shall nevertheless be deemed satisfied unless the effect of all such breaches of representations and warranties taken together would prevent or materially delay the ability of Purchaser and BMC to perform their respective obligations under this Agreement or the ability of Purchaser to consummate the Contemplated Transactions; (b) Purchaser and BMC shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser them on or prior to the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying to the foregoing effect; provided, however, that the conditions contained condition set forth in Sections 9.1(athis Section 10.2(b) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of be deemed satisfied unless all such failures to so perform or comply taken together prevent or materially delay the board of directors ability of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized BMC to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by perform their respective obligations under this Agreement or any the ability of Purchaser to consummate the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;Contemplated Transactions; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (gc) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement all of the items set forth in the form attached hereto as Exhibit B hereto; clauses (ha) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andthrough (n) of Section 4.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement sale of Purchased Assets as provided for herein are subject to the fulfillment, prior to fulfillment or satisfaction on or before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):writing. (a1) the All representations and warranties of Purchaser set forth Buyer contained in this Agreement and or in each of the Transaction Documents any certificate or other document delivered to Seller pursuant hereto shall be complete, true and correct in all material respects as of the Closing Date as though made on and as of (except to the Closing Date, except that those extent such representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects speak as of said dates; (b) Purchaser shall have performed a particular date), and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of PurchaserBuyer to such effect; (2) Buyer shall have performed all of the obligations, dated covenants and agreements contained in this Agreement to be performed by Buyer on or before the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) Seller shall have been fulfilledreceived a certificate signed by an officer of Buyer to such effect; (d3) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing All instruments and approving this Agreement, the Transaction Documents documents required on Buyer's part to effectuate and consummate the transactions contemplated hereby hereby, including those described in Section 3.3, shall be delivered by Buyer and thereby shall be in form and all of the transactions substance reasonably satisfactory to Seller and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Dateits counsel; (e4) 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 in effect on the Closing Date pending, any Order action or Law restrainingproceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, enjoining or otherwise prohibiting or making illegal the consummation of challenging any of the transactions contemplated by this Agreement or any seeking monetary relief by reason of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution consummation of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Sellersuch transactions; and (5) Seller and Buyer shall have obtained all registrations, licenses, permits and there shall not be pending or threatened on the Closing Date any action in, before or approvals required by any Governmental Body that could reasonably be expected governmental entity or agency or other regulatory body to result operate the Schools in the issuance State of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment Georgia and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andall local jurisdictions contained therein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived waived, in writing, by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set forth in ARTICLE VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date, except that those for such other representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such other representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date), except where the failure of such other representations and warranties of Purchaser to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by provisions of this Agreement required to be performed or complied with by Purchaser it on or prior to the Closing DateClosing; (c) Seller 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, and there shall be no proceeding brought by any Governmental Body pending before any court of competent jurisdiction seeking such an Order; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act and any other Antitrust Laws shall have received expired; (e) Purchaser shall have delivered to Seller at the Closing a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying to the effect that the conditions contained set forth in Sections 9.1(a‎8.2(a) and 9.1(b8.2(b) have been fulfilledsatisfied; (df) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of Seller at the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restrainingSecurities Assignments, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated duly executed by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, delivered to Seller a duly executed Assignment and Assumption Agreement in copy of the form attached hereto as Exhibit B heretoSupply Agreement; (h) Purchaser shall have delivered, or caused to be delivered, delivered to Seller a duly executed Escrow copy of the Transition Services Agreement; (i) Purchaser shall have delivered to Seller a duly executed copy of the License Agreement (CropWeb); (j) Purchaser shall have delivered to Seller a duly executed copy of a Real Estate License Agreement for each of the facilities identified on Schedule 8.1; (k) Purchaser shall have delivered to Seller a duly executed copy of a 3PL Agreement for each of the facilities identified on Schedule 8.1; and (l) Purchaser shall have delivered to Seller a duly executed copy of a Lease for each of the facilities identified on Schedule 8.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) Each of the Purchaser Fundamental Representations shall be true at and as of the Closing Date. Each of the other representations and warranties of Purchaser set forth in this Agreement qualified as to materiality or “material adverse effect” shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effectmaterial adverse effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied with in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized executive officer of Purchaser, dated the Closing Date, certifying stating that the conditions contained specified in Sections 9.1(aSection 8.2(a) and 9.1(bSection 8.2(b) have been fulfilledsatisfied; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or enjoining, having the effect of making illegal the consummation of any of the transactions contemplated by this Agreement illegal or any of otherwise prohibiting the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits consummation of the transactions contemplated by this Agreement hereby; (e) no Law shall have been enacted, entered, promulgated and remain in effect that prohibits or any makes illegal the consummation of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (f) Seller Purchaser shall have received consent from delivered to Seller duly executed copies of the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank LoanIP Assignment Agreements; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption the Transition Services Agreement in the form attached hereto as Exhibit B hereto;and substance reasonably acceptable to Seller; and (h) Purchaser Seller shall have delivered, or caused received the deliverables required to be delivered, delivered pursuant to Seller a duly executed Escrow Agreement; andSection 4.2(a).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date, Date (except that those the accuracy of representations and warranties that are modified by their terms speak as to materiality of a specified date will be determined as of such date); provided, however, that in the event of a breach of a representation or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification warranty, the condition set forth in this Section 9.2(a) shall be true deemed satisfied unless the effect of all such breaches of representations and correct in all respects as of said dateswarranties taken together have resulted in, or would reasonably be expected to result in, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) (i) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act or any of other applicable Antitrust Law shall have expired or early termination shall have been granted and (ii) the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, consents listed on Schedules 5.3(b) and there 6.2(b) shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;have been obtained; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (ge) Purchaser shall have delivered, or caused to be delivered, executed and delivered to Seller a duly executed Assignment and Assumption Agreement the instruments described in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 4.2(b).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); provided, however, that if Purchaser does not make the Share Election, the representations and warranties of Purchaser set forth in Sections 6.5, 6.6, and 6.7 shall be deemed true and correct in all respects at all times for purposes of this Section 8.3; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller Purchaser and the Escrow Agent shall have received a certificate signed by an authorized officer entered into, executed and delivered to Seller the Escrow Agreement substantially in the form of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledExhibit A hereto; (d) Purchaser shall have entered into, executed and delivered (A) copies to Seller the Non-Competition Agreement substantially in the form of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and therebyExhibit B hereto; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;and (e) there Purchaser shall not be in effect on the Closing Date any Order or Law restraininghave entered into, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, executed and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law delivered to Seller or the transactions contemplated by this Agreement or any of the Transaction DocumentsShutdown Support Agreement; (f) Seller Purchaser shall have received consent from agreed with Seller as to the United Mizrachi Bank amount of the Shutdown Adjustment at least ten (10) days prior to Purchaser’s assumption the Closing; provided that if at any time prior to the Closing, Purchaser irrevocably offers (conditional on the Closing) to make the amount of Liabilities of Seller under the United Mizrachi Bank Loan;Shutdown Adjustment two hundred and fifty thousand U.S. dollars ($250,000), then this condition shall be deemed to have been waived by Seller; and (g) Purchaser the Shelf Registration Statement shall have deliveredbeen declared effective by the SEC; provided, or caused however, that in the event that Seller does not provide to Purchaser within fourteen (14) days after the written request by Purchaser for any information reasonably determined by Purchaser to be deliverednecessary to file the Shelf Registration Statement with, and have it declared effective by, the SEC, this condition shall be deemed to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andbeen waived by Seller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and Seller shall have received copies of such resolutions and other documents evidencing performance thereof as Seller may reasonably request; (c) since the date hereof, 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 which is reasonably expected to have a Zedi Material Adverse Effect since September 30, 2010; (d) no Legal Proceedings shall have been instituted or threatened or claim or demand made against Seller, the Company or Purchaser, 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) Purchaser shall have obtained or made any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (f) Seller shall have received a certificate signed by an authorized officer the Chief Executive Officer and Chief Financial Officer of each of Zedi and Purchaser, each in form and substance reasonably satisfactory to Seller, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b7.2(a)-(d) have been fulfilledsatisfied in all respects; (dg) Purchaser since the date hereof, there shall not have delivered (A) copies of resolutions occurred any change in applicable Tax law that would have a material adverse effect on the purchase and sale of the board of directors of Purchaser authorizing and approving Purchased Stock contemplated by this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (eh) there the Company shall not be in effect on have received the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result Wheels Lease Assignment in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents form reasonably acceptable to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (fi) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;items listed in Section 2.8; and (gj) Purchaser Seller shall have deliveredentered into a modified, an amendment to or caused to be delivereda restructuring of the credit facility reflected in the Citibank Credit Agreement with its Lenders, in light of the transactions contemplated hereby, in form and substance satisfactory to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andits sole discretion.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materially shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification materially shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) no Legal Proceedings shall have been instituted or threatened or claim or demand made against Seller, any Company, or Purchaser, seeking to restrain or prohibit 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; (d) the Companies and Seller shall have received a certificate signed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to the Companies and Seller, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a7.2(a) and 9.1(b7.2(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Datesatisfied; (e) there the Companies and Seller shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any have received all of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result items listed in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction DocumentsSection 2.7; (f) Seller Purchaser and the Escrow Agent shall have received consent from entered into and executed the United Mizrachi Bank Escrow Agreement in a form mutually agreeable to Seller, Escrow Agent and Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;; and (g) Purchaser shall have delivered, or caused delivered the Closing Payment pursuant to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 2.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to be performed at or after the Closing (including the obligation to consummate the transactions contemplated by Closing) under this Agreement are shall be subject to the fulfillment, satisfaction (or written waiver by Seller) at or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):conditions: (a) (i) each of the representations and warranties made by Buyer in Article 4 of Purchaser set forth this Agreement, other than the Buyer Fundamental Representations, shall be true and correct in all respects (disregarding all materiality qualifications and exceptions contained therein) as of the date of this Agreement and in each as of the Transaction Documents 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 as of such date, and (B) for failures of such representations and warranties to be true and correct that would not, individually or in the aggregate, result in a material adverse effect on Buyer’s ability to execute, deliver or perform this Agreement or any Ancillary Document, or to consummate the transactions contemplated hereby or thereby by the Termination Date; (ii) the Buyer Fundamental Representations shall be true and correct in all material respects 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 that those to the extent such representations and warranties that are modified made as to materiality or contain of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification specific date, in which case such representations and warranties shall be true and correct in all material respects only as of said datessuch date; and an authorized officer of Buyer shall have delivered to Seller a certificate dated as of the Closing Date confirming that the foregoing conditions have been satisfied; (b) Purchaser Buyer shall have performed and complied in all material respects respects, and complied with in all obligations and agreements material respects, all covenants required by this Agreement to be performed or complied with by Purchaser on or Buyer prior to or at the Closing; and an authorized officer of Buyer shall have delivered to Seller a certificate dated as of the Closing DateDate confirming that the foregoing conditions have been satisfied; (c) Seller Buyer shall have received a certificate signed by an authorized officer delivered to Seller all of Purchaser, dated the documents required to be delivered to Seller at Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledpursuant to Section 9.3; (d) Purchaser no Law or Governmental Order (whether temporary, preliminary or permanent) shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreementbeen enacted, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporationentered, as amendedpromulgated, and bylawsadopted, as amended, of Purchaser; and (C) the names of the officer issued or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified enforced by any authorized representative Governmental Authority of Purchaser, to be true, correct, complete and competent jurisdiction that is then in full force and effect and unmodified as has the effect of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining making illegal or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement Agreement; (e) no unresolved Action by a Governmental Authority of competent jurisdiction shall have been commenced against Buyer, Seller or any of their respective Affiliates to restrain or prohibit the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits consummation of the transactions contemplated by this Agreement or any of the Transaction Documents Agreement; and (f) all waiting periods applicable to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of under the Transaction Documents; (f) Seller HSR Act shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, expired or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andterminated.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate sell the transactions contemplated by this Agreement Shares at the Closing are subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each of the following conditions (unless satisfaction of any or all of which may be such condition is expressly waived by Seller in whole or in part to the extent permitted by applicable LawSeller): (a) the The representations and warranties of Purchaser set forth contained in this Agreement and in each of the Transaction Documents Article III shall be true and correct accurate in all material respects as of the Closing Date as though made on date hereof and as of the Closing DateDate as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification which shall be true and correct accurate in all material respects as of said datessuch date); (b) Purchaser shall have performed and complied with, in all material respects with respects, all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or it prior to or at the Closing DateClosing; (c) Seller No Proceeding by any Governmental Authority shall have received a certificate signed be pending which seeks to prohibit or declare illegal the transactions contemplated by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained this Agreement and no Law or Judgment shall be in Sections 9.1(a) and 9.1(b) have been fulfilledeffect having any such result; (d) Purchaser shall have delivered (A) copies All Consents the granting of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal which is required for the consummation of any of the transactions contemplated by this Agreement and all waiting periods specified under applicable Laws and all extensions thereof, the passing of which is necessary for such consummation, including without limitation, the waiting period under HSR Act, shall have expired or been terminated; (e) Purchaser shall have delivered the Initial Purchase Price and any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law Additional Purchase Price Adjustments to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentsas provided in Section 1.3; (f) Seller shall have received consent from Purchaser a certificate, signed by an appropriate officer of Purchaser, as to the United Mizrachi Bank to Purchaser’s assumption satisfaction of Liabilities the conditions set forth in paragraphs (a) and (b) of Seller under the United Mizrachi Bank Loanthis Section 6.2; (g) Purchaser Seller, IGT and their subsidiaries (other than the Company) shall have delivered, or caused to be delivered, received written releases in form and substance reasonably satisfactory to Seller a duly executed Assignment releasing them from all obligations and Assumption Agreement liabilities (whether contingent or otherwise) in connection with (i) the form attached hereto as Exhibit B heretoperformance bonds, letters of credit and guarantees set forth on Schedule 6.2(g), and (ii) any guarantees of obligations of the Company under any capital leases or other financing agreements relating to the financing of the capital expenditures set forth on Section 4.1 of the Seller Disclosure Schedule; (h) Seller shall have received a true and complete copy of the certificate of incorporation, as amended, of the Purchaser, a true and complete copy of the by-laws, as amended, of the Purchaser, and resolutions of the Board of Directors of the Purchaser authorizing and approving this Agreement and the other agreements and transaction contemplated hereby, each certified by the Secretary of the Purchaser; (i) To the extent IGT has made any intercompany loans to the Company to finance the capital expenditures on Section 4.1 of the Seller Disclosure Schedule, Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreementrepaid such loans in full; and (j) The Section 5.12 Agreements shall have been executed and delivered.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to before or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law; provided, however, that Seller agrees that it shall not waive the condition set forth in Section 8.1(f) before the six month anniversary of the date hereof): (a) Purchaser shall be deemed to remake the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents 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, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to before the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order order, ruling or Law judgment by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the Antitrust Laws shall have expired or any of early termination shall have been granted; (e) Seller shall have received the Transaction Documents or that could reasonably be expected Adjusted Purchase Price pursuant to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction DocumentsSection 2.2; (f) Seller the transactions contemplated by (i) that certain Asset Purchase Agreement dated as of the date hereof by and between Xxxx Pipeline Company, L.P. and Purchaser and (ii) that certain Limited Liability Company Membership Interest and Stock Purchase Agreement dated as of the date hereof by and between Xxxx Hydrocarbon Management Company, LLC and Purchaser shall have received consent from each be consummated simultaneously with the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under Closing and the United Mizrachi Bank Loantransactions contemplated herein; (g) Purchaser there shall not have delivered, occurred any event subsequent to the date of this Agreement and on or before the Closing Date that has caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto;Material Adverse Effect; and (h) Purchaser shall have delivered, or caused to be delivered, delivered to Seller a Purchaser’s duly executed Escrow signature page to an Assignment and Assumption Agreement; and, signed by an authorized officer of Purchaser assuming the Xxxxx Holdings Membership Interest.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations --------------------------------------------- of Seller to consummate complete the transactions contemplated by this Agreement sale of Purchased Assets as provided for herein are subject to the fulfillment, prior to fulfillment or satisfaction on or before the date of each Tier Closing Date, of each of the following conditions (set forth below, any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):writing. (a) the 8.2.1 All representations and warranties of Purchaser set forth Buyer contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date date of the Tier Closing, with the same force and effect as though if the same had been made on and as of the date of the Tier I Closing Date, (except that those to the extent such representations and warranties that are modified as to materiality or contain speak of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true particular date), and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer two executive officers of PurchaserBuyer, dated substantially in the Closing Dateform as set forth in Exhibit F-1, certifying that to such effect; ----------- 8.2.3 All instruments and documents required on Buyer's part to effectuate and consummate the conditions contained transactions contemplated hereby including those set forth in Sections 9.1(a) Section 3.5 shall be delivered by Buyer and 9.1(b) have been fulfilledshall be in form and substance reasonably satisfactory to Seller and its counsel; (d) Purchaser 8.2.4 No order of any court or administrative agency shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and be in effect which restrains or prohibits the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not have been threatened, nor shall there be in effect on the Closing Date pending, any Order action or Law restrainingproceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, enjoining or otherwise prohibiting or making illegal the consummation of challenging any of the transactions contemplated by this Agreement or any seeking monetary relief by reason of the Transaction Documents consummation of such transactions; 8.2.5 All necessary consents and approvals of all governmental departments, agencies or that could reasonably be expected other regulatory bodies to otherwise result in a material diminution of the benefits of the transactions contemplated hereby shall have been obtained by Buyer; provided, however, Buyer and Seller acknowledge that neither the ED nor certain state regulatory agencies are expected to issue any approvals of this Agreement transaction or any for the transfer of the Transaction Documents operations of the Schools prior to Sellerthe applicable Tier Closing, and there shall receipt of such approvals is not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentsa condition precedent hereunder; (f) 8.2.6 Seller shall have received consent from counsel for Buyer the United Mizrachi Bank to Purchaser’s assumption opinion referenced in Section 3.5.6 above dated as of Liabilities the date of the Tier I Closing; and 8.2.7 Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, received from Buyer evidence reasonably satisfactory to Seller a duly executed Assignment that, immediately following such Tier Closing, Buyer shall cause each of the Schools subject to such Tier Closing to meet or exceed the financial requirements and Assumption Agreement in ratios of ED and any applicable accrediting or licensing body as of the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; anddate of such Tier Closing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate sell and deliver the transactions contemplated by this Agreement are Shares to Buyer is subject to the fulfillmentsatisfaction (or waiver by Seller), prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):conditions: (a) the The representations and warranties of Purchaser set forth Buyer contained in this Agreement shall be true and correct in each all material respects on and as of the Transaction Documents Closing Date, with the same effect as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates;such date). (b) Purchaser Buyer shall have complied with or performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with or performed by Purchaser Buyer on or prior to the Closing Date;, including delivery of the documents required by Section 3.4. (c) Seller The waiting period, if applicable, under the HSR Act for the transactions contemplated by this Agreement shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have expired or been fulfilled;terminated. (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the The consummation of any of the transactions contemplated by this Agreement will not (i) violate or conflict with any term or provision of any judgment, order or decree of any Governmental Authority (including any such judgment, order or decree entered pursuant to agreement in settlement or otherwise between Seller and/or BP Amoco p.l.c. and any Governmental Authority) applicable to or arising out of the Merger ("Order") or (ii) prevent or materially impede the ability of Seller or BP Amoco p.l.c. or any Affiliate of Seller or of BP Amoco p.l.c. to comply fully and on a timely basis with the Transaction Documents terms of such Order (it being understood and agreed that Seller shall have absolute discretion in entering into, accepting or not contesting any such Order and shall be under no duty to Buyer to resist, oppose or not consent to the entry of any Order, even if such Order would cause Seller to be unable to fulfill this condition). (e) The Merger shall have occurred; provided, however, that could reasonably Buyer acknowledges and agrees that Seller shall be expected under no obligation whatsoever to otherwise result in a material diminution Buyer under the terms of the benefits of the transactions contemplated by this Agreement or any of otherwise to (i) complete the Transaction Documents Merger or (ii) to Seller, and there shall not be pending or threatened on the Closing Date take any action in, before or by refrain from taking any Governmental Body that could reasonably be expected action to result in consummate the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;Merger. (f) Seller shall have received consent from an opinion, dated the United Mizrachi Bank to Purchaser’s assumption Closing Date, of Liabilities internal counsel for Buyer, in substantially the form of Seller under the United Mizrachi Bank Loan;Appendix D. (g) Purchaser There shall be no (i) injunction or restraining order of any nature issued by any Governmental Authority which directs, or which has the effect of directing, that the Closing shall not be consummated as herein provided or (ii) investigation, action or other proceeding that shall have deliveredbeen commenced or brought by any Governmental Authority and be pending on the Closing Date, in any such case against Buyer or Seller in connection with the consummation of the transactions contemplated by this Agreement which is reasonably likely to result in an 48 57 injunction or restraining order which directs, or caused to which has the effect of directing, that the Closing shall not be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto consummated as Exhibit B hereto;herein provided. (h) Purchaser The ASI Conversion and APL Conversion shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andoccurred. (i) The transactions contemplated by the Seaway Restructuring Agreement shall have been completed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the fulfillment, prior to or on the Closing Date, of each satisfaction of the following additional conditions (any at or all of which may be prior to the Closing Date unless waived by Seller in whole or in part pursuant to the extent permitted by applicable Law):Section 6.4 hereof: (a) the The representations and warranties of Purchaser and Merger Sub set forth in this Agreement and in each of the Transaction Documents Article 3 hereof shall be true and correct in all material respects as of the date of this Reorganization Agreement and as of the Closing Date as though made on and as of the Closing DateDate (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as otherwise contemplated by this Reorganization Agreement or consented to in writing by Seller; provided, however, that those (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties that are modified as relating to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in all respects as of said datesthe aggregate, a Material Adverse Effect on Purchaser; (b) Purchaser and Merger Sub shall have performed and complied in all material respects with performed all obligations and agreements complied with all covenants required by this Reorganization Agreement and the Plan of Merger to be performed or complied with by Purchaser on at or prior to the Closing Date; (c) Seller Each of Purchaser and Merger Sub shall have received delivered to Seller a certificate signed by an authorized officer of Purchasercertificate, dated the Closing DateDate and signed by its respective Chairman, certifying CEO, Executive Vice President or Senior Vice President to the effect that the conditions contained set forth in Sections 9.1(aparagraphs (a) and 9.1(b(b) of this section have been fulfilled;satisfied; and (d) Purchaser The Stock Split shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andbecome effective.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser and Parent set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser and Parent shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser and / or Parent on or prior to the Closing Date; (c) Seller there shall have received not be in effect any Order by a certificate signed by an authorized officer Governmental Body of Purchasercompetent jurisdiction restraining, dated enjoining or otherwise prohibiting the Closing Date, certifying that consummation of the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledtransactions contemplated hereby; (d) Purchaser and Parent shall have delivered (A) copies obtained or made any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of resolutions this Agreement or the consummation of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Datehereby; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any each of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result Executive Employees shall have entered into an employment and/or consulting and non-competition agreement in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents form mutually satisfactory to Seller, Purchaser and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction DocumentsExecutive Employee; (f) Seller Seller, Purchaser and the Escrow Agent shall have received consent from entered into the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank LoanEscrow Agreement; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment assignment and Assumption Agreement assumption agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreementevidence of the wire transfer referred to in Section 3.2 hereof; (i) Purchaser shall have assumed the SCAN Lease from SCAN General, Inc.; and (j) The Real Estate Purchase Agreement shall be in full force and effect, all conditions to closing under the Real Estate Purchase Agreement shall have been satisfied or waived, and the transactions contemplated by the Real Estate Purchase Agreement shall close simultaneously with the Closing under this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are on the Closing Date is subject to the fulfillment, satisfaction or waiver at or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):precedent: (a) the representations and warranties of Purchaser set forth the Buyer contained in this Agreement and in each of the Transaction Documents Article V shall be true and correct in all material respects (when read without exception for materiality) at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that if those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made at and correct in all respects as of said datessuch time (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (b) Purchaser the Buyer shall have performed and complied performed, in all material respects with respects, all obligations and agreements required by this Agreement complied with all covenants contemplated herein that are necessary to be performed or complied with by Purchaser on it at or prior to the Closing Datebefore Closing; (c) there shall have been obtained all consents, approvals, waivers and authorizations, there shall have been given all notices and there shall have been made all registrations and filings under all laws, statutes, rules, regulations, judgments, orders, injunctions, contracts or other instruments to which Buyer is a party or by which it or any of its properties or assets is bound or subject, in each case that are required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by Buyer of any of the terms thereof except where such failure to obtain any such consents, approvals, waivers and authorizations would not have a Material Adverse Effect on Midland or any of its Subsidiaries; (d) Seller shall have received a certificate signed by from an authorized officer of Purchaser, dated Buyer certifying the Closing Date, certifying that satisfaction of the conditions contained set forth in Sections 9.1(aSection 8.3 (a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Dateb); (e) there shall not all actions, corporate or other, to be taken by the Buyer in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of connection with the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to SellerAgreement, and there all documents incident thereto, shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result satisfactory in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law form and substance to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentsand its counsel; (f) Seller shall have received consent an opinion from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement Buyer's counsel substantially in the form attached hereto as Exhibit B heretoD. In rendering such opinion, Buyer's counsel may rely upon the certificates of officers of Buyer or Xxxxxx as to factual matters, provided the extent of such reliance is stated in such opinion and such reliance is reasonably acceptable to Seller; (g) Seller and KeySpan shall have received the SEC Order; and (h) Purchaser Seller and KeySpan shall have deliveredreceived the Tax Ruling. (i) Seller shall have received a specific acknowledgement by Midland (and any Subsidiary sublicensees) to the provisions of Section 7.12. Notwithstanding the failure of any one or more of the foregoing conditions, the Seller may proceed with the Closing without satisfaction, in whole or caused in part, of any one or more of such conditions and without written waiver. To the extent that the Seller proceeds with the Closing, the Seller shall be deemed to be delivered, to Seller a duly executed Escrow Agreement; andhave waived for all purposes any rights or remedies it may have against the Buyer by reason of the failure of any such conditions or the breach of any such representations.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller under this Agreement to consummate the transactions contemplated by this Agreement are hereby to be consummated at the Closing shall be subject to the fulfillmentsatisfaction, at or prior to the Closing, of all the following conditions, any one or more of which may be waived in writing by Seller, in Seller's sole discretion. Purchaser shall not have any obligation to allow Seller additional time beyond the Scheduled Closing Date within which to satisfy or waive the following conditions; the Closing Date shall occur in all events on or before the Scheduled Closing Date. If any of the following conditions have not been satisfied or waived by Seller prior to the Scheduled Closing Date, then Seller may at its option terminate this Agreement in accordance with the provisions set forth in Article VIII below. If Seller closes the sale of the Shares in accordance with this Agreement, then each and all of the following conditions (any with the exception of those described in paragraphs (a) and (b) below) shall be deemed to have been satisfied or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):Seller. (a) the All representations and warranties of Purchaser set forth made in this Agreement remain true and accurate, in each of the Transaction Documents shall be true case when made and correct in all material respects as of the Closing Date as though if made on and as of the Closing Date, except that those date (other than such representations and or warranties that are modified expressly speak only as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification of an earlier date which shall be true and correct in all respects accurate as of said dates;such earlier date). (b) Purchaser shall have performed All of the terms, covenants and complied in all material respects with all obligations and agreements required by this Agreement conditions to be performed or complied with and performed by Purchaser on or prior to the Closing Date;Date shall have been complied with or performed in all material respects. (c) Seller shall have received a certificate signed by an authorized officer of Purchasercertificate, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;, executed on behalf of Purchaser by an authorized executive officer thereof, certifying in such detail as Seller may reasonably request that the conditions specified in Section 3.4(a) and Section 3.4(b) have been fulfilled. (d) [Intentionally Omitted] (e) there There shall not be in effect on the Closing Date any Order or Law of any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this Agreement. (f) No action, suit or making proceeding shall be pending or overtly threatened by or before any Governmental Authority or pending or overtly threatened by any other party to enjoin, restrain, prohibit or obtain substantial damages or significant equitable relief in respect of or related to any of the transactions contemplated by this Agreement, or that would be reasonably likely to prevent or make illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;Agreement. (fg) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption opinion of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement counsel referenced in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSection 3.2(b)(vii).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser Purchasers set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on at and as of the Closing Date, except that those where such representations or warranties expressly speak as of an earlier date (in which case such representations and warranties that are modified qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser Purchasers shall have performed and complied in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Purchaser Purchasers on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; (d) Seller shall have obtained those consents listed on Exhibit 9.2(d) in a form reasonably satisfactory to Seller; (e) Purchasers and Seller shall have received all required MLB Approvals; (f) Purchasers shall have paid or deposited funds with MLB in cash (or otherwise funded in a form approved by MLB) in an amount that satisfies the requirement for funding of the deferred compensation obligations of the Texas Rangers as of Closing pursuant to the Collective Bargaining Agreement or any other funding, deposit or payment obligation of the Texas Rangers or Purchasers required by MLB in connection with the transactions contemplated by this Agreement; (g) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (fh) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser Purchasers shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B heretoAgreement; (hi) Purchaser the transactions contemplated by the BRE Land Purchase Agreement shall have occurred, or shall occur simultaneously with the Closing; (j) Purchasers shall have delivered, or caused to be delivered, to Seller the applicable Purchaser Documents; (k) Purchasers shall have furnished Seller with a certificate dated as of the Closing Date and signed by Purchasers to the effect that, except as set forth therein, (i) the representations and warranties of Purchasers set forth in this Agreement were true and correct as of the date of this Agreement and are true and correct as of the Closing Date as though made at and as of the Closing Date, except where such representations or warranties expressly speak as of an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date) and (ii) Purchasers have performed and complied with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Purchasers on or prior to the Closing Date; (l) Purchasers shall have paid the Title Company an aggregate amount equal to the total premiums due for the leasehold title policies for the Leased Properties and shall have paid the surveyors for the Surveys; (m) Purchasers shall have delivered, or caused to be delivered, to Seller, the promissory note in the principal amount of $10,000,000 payable by Purchasers (the “Contingent Note”), substantially in the form of Exhibit C hereto, duly executed Escrow Agreementby Purchasers; and (n) entry by the Bankruptcy Court of all Approval Orders and all such Approval Orders have become Final Orders.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller Wireless Village to consummate the transactions Transaction contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller Wireless Village in whole or in part to the extent permitted by applicable Law): (a) Except for the facts, events or changes arising or occurring between the date hereof and the Closing Date which are expressly permitted by this Agreement, all representations and warranties of Concierge contained herein shall be true and correct as of the date hereof; and except for facts, events or changes arising or occurring between the date hereof and the Closing Date which are expressly permitted by this Agreement., all representations and warranties of Concierge contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Concierge contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (b) Purchaser Concierge shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date; (c) Seller Wireless Village shall have received a certificate signed by an authorized officer been furnished with certificates (dated as of Purchaser, dated the Closing DateDate and in the form and substance reasonably satisfactory to Seller, and attached hereto as "Exhibit N") executed by Concierge, certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.3(a) and 9.1(b7.3(b) have been fulfilledhereof; (d) Purchaser An instruction to the registered transfer agent of Concierge shall have been conveyed instructing certificates representing the 5,000,000 shares of Concierge Series A Convertible, Voting Preferred Stock, the Concierge Shares, be validly delivered (A) copies of resolutions to and duly recorded in the name of the board Shareholders of directors Wireless Village, free and clear of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby any and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing DateLiens; (e) there There shall not be in effect have been any Material Adverse Change with respect to the operations of Concierge and the reporting status of the corporation and the listing of its securities on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably Over-The-Counter Bulletin Board shall be expected to otherwise result current and in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andgood standing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate sell and transfer the transactions contemplated by this Agreement are Purchased Interests in a Purchased Company is subject to the fulfillment, prior to or on the Closing Dateat each applicable Closing, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable LawSeller): (a) the all representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Buyer to Seller shall be true and correct in all material respects as of the Closing Date as though made on date hereof and at and as of the time of such Closing Date, except that with the same effect as though those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made at and correct in all respects as of said datesthat time; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or Buyer prior to the Closing Dateor at such Closing; (c) Seller 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 received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledmade or obtained on terms satisfactory to Seller; (d) Purchaser 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 delivered (A) copies of resolutions of entered into a Charter with the board of directors of Purchaser authorizing and approving this Agreement, Charterer with respect to the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified Vessel owned by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Dateit; (e) there shall not be in effect on the Closing Date any Order Buyer and such Purchased Company (if such Purchased Company is itself a Vessel Owning Subsidiary) or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any each of the transactions contemplated Vessel Owning Subsidiaries owned by this Agreement or any of such Purchased Company (if such Purchased Company is an Intermediate Holding Subsidiary) shall have entered into the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction DocumentsCharter Ancillary Agreement; (f) Seller 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 received consent from entered into a Management Agreement with Frontline Management with respect to the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank LoanVessel owned by it; (g) Purchaser 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 delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in entered into the form attached hereto as Exhibit B hereto;Administrative Services Agreement; and (h) Purchaser Buyer shall have delivered, or caused to be delivered, paid to Seller a duly executed Escrow Agreement; andthe applicable portion of the Purchase Price for the Purchased Interests in such Purchased Company being purchased in the amount and by the method set forth in Section 2.2 and Schedule 2.2 hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by under this Agreement are shall be subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be set forth below, unless waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the Seller: The representations and warranties of Purchaser Buyer set forth in this Agreement shall be true and in each correct as of the Transaction Documents date of this Agreement, and shall also be true and correct in all material respects (without giving effect to any qualification of materiality already contained in any particular representation or warranty, and except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except and Buyer shall have delivered to Seller a certificate to that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects effect dated as of said dates; (b) Purchaser the Closing Date. Buyer shall have performed and complied with, in all material respects with respects, all covenants and obligations and agreements required by this Agreement to be performed or complied with by Purchaser it under this Agreement on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser Buyer shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the to Seller a certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and that effect and unmodified dated as of the Closing Date; (e) there . Seller shall not be have received the items listed in Section 6(b); Seller shall have received such other documents and agreements necessary to effect on the Closing Date transactions contemplated by this Agreement, in each case in form and substance reasonably satisfactory to Seller’s counsel, as Seller may reasonably request. No action, suit, investigation or proceeding shall have been instituted or threatened by any Order third party, governmental or Law restrainingregulatory agency to restrain, enjoining prohibit or otherwise prohibiting challenge the legality or making illegal the consummation of any validity of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The All obligations of Seller to consummate at the transactions contemplated by this Agreement Closing are subject subject, at the option of Seller, to the fulfillment, prior to or on the Closing Date, fulfillment of each of the following conditions (any at or all of which may be waived by Seller in whole or in part prior to the extent permitted by applicable Law):Closing, and Purchaser shall exert its best efforts to cause each such condition to be so fulfilled: (a) the All representations and warranties of Purchaser set forth contained herein or in this Agreement and in each of the Transaction Documents any document delivered pursuant hereto shall be true and correct in all material respects as of the Closing Date as though when made on and shall be deemed to have been made again at and as of the Closing Datedate of the Closing, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall then be true and correct in all respects as material respects, except for changes in the ordinary course of said dates;business after the date hereof in conformity with the covenants and agreements contained herein. (b) Purchaser shall have performed All covenants, agreements, and complied in all material respects with all obligations and agreements required by the terms of this Agreement to be performed or complied with by Purchaser at or before the Closing shall have been duly and properly performed in all material respects. (c) There shall be delivered to Seller certificates executed by the President and Secretary of Purchaser dated the date of the Closing certifying that the conditions set forth in paragraphs (a) and (b) of this Section 11 have been fulfilled. (d) All consents, approvals, authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including Governmental Authority) required to be obtained by or on the part of the parties hereto or otherwise necessary for the consummation of the transactions contemplated hereby shall have been obtained or made, and all thereof shall be in full force and effect at the time of Closing. All applicable waiting periods to consummation of the transactions contemplated hereby as required by law shall have expired. (e) All documents required to be delivered to Seller at or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have so delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement (i) qualified as to materiality shall be true and in each correct at and as of the Transaction Documents 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 earlier date) and (ii) that are not qualified as to materiality shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of said datessuch earlier date), and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (ec) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (i) the waiting period applicable to the transactions contemplated by this Agreement or any of under the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller HSR Act shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser expired or early termination shall have deliveredbeen granted and (ii) the consents, or caused to be delivered, to Seller a duly executed Assignment authorizations and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andapprovals set forth on Schedule 9.1

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) Except for facts, events or changes arising or occurring between the date hereof and the Closing Date which are expressly permitted by this Agreement, all representations and warranties of Purchaser contained herein shall be true and correct as of the date hereof; and except for facts, events or changes arising or occurring between the date hereof and the Closing Date which are expressly permitted by this Agreement, all representations and warranties of Purchaser contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing DateDate and in form and substance reasonably satisfactory to Seller) executed by Purchaser, certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.3(a) and 9.1(b7.3(b) have been fulfilledhereof; (d) Certificates representing 25,000,000 shares of Purchaser Common Stock (the Purchaser Shares) shall have been, or shall at the Closing be, validly delivered (A) copies of resolutions to and duly registered in the name of the board Seller, free and clear of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby any and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing DateLiens; (e) there The Purchaser Shares shall not be in effect have been approved for quotation on the Closing Date any Order or Law restrainingSmall Cap Market, enjoining or otherwise prohibiting or making illegal the consummation subject to official notice of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentsissuance; (f) Seller Purchaser shall have received consent from executed and delivered to Seller that certain Registration Rights Agreement (the United Mizrachi Bank to Purchaser’s assumption "Registration Rights Agreement"), in the form of Liabilities Exhibit D, and that certain Registration Rights Agreement, dated as of Seller under September 23, 1994, among the United Mizrachi Bank LoanCompany, Xxxxxxxx, RoameR One Holdings, Inc., Anglo York Industries, Inc. and Xxxxxx Xxxxx shall have been terminated; (g) Purchaser shall have delivered, furnished evidence of the due election and qualification to its Board of Directors of the persons designated prior to Closing by Seller and the removal or caused resignation of any other members of Purchaser's Board of Directors designated prior to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B heretoClosing by Seller; (h) There shall not have been or occurred any Material Adverse Change with respect to Purchaser or Midland US; (i) Purchaser shall have deliveredentered into a warrant agreement in favor of Seller substantially on the terms set forth in Exhibit E hereto (the "Warrant Agreement"); (j) Purchaser shall have at Closing a minimum of 162 Constructed Systems (as that term is defined in Section 5.27(f)) under management pursuant to valid and subsisting management agreements, including a minimum of 73 Constructed Systems under Category I management and 26 Constructed Systems under Category II management by Purchaser pursuant, respectively, to valid and subsisting Category I and Category II Exclusive Management Agreements and Rights of First Refusal and valid and subsisting Option to Purchase Agreements as reflected in Section 5.27(a)(iv) of the Purchaser Disclosure Letter, which Constructed Systems shall have been timely and validly constructed at primary transmitter sites licensed by the FCC pursuant to an order that is not subject to reconsideration or caused appeal and for which the time for the request for any such reconsideration or appeal has expired; (k) There shall be no material Legal Proceedings pending, threatened or reasonably likely to be deliveredasserted against Purchaser or its Subsidiaries in any federal or state court, agency or other Governmental Body with respect to Seller Purchaser's performance, including its construction or failure to construct of any System in accordance with the FCC's rules and regulations or the terms of any FCC license, under any of its management agreements or other agreements concerning any 220-222 MHz band radio system; (l) Purchaser shall have delivered a duly valid, binding and fully executed Escrow AgreementTermination and Release of that certain Letter of Understanding entered into on January 28, 1994 by and between Roamer One, Inc., Xxxxxx Communications, Xxxxx X. Xxxxxx, Xxxxxx 0 Communications Partnership, Xxxxxxxx X. Xxxxxx and NICMAR; (m) Purchaser shall have delivered a valid, binding and fully executed Amendment to the Management Agreement and Options agreement entered into by and between Roamer One, Inc., and NICMAR dated January 31, 1994 adding as a system subject to the management by Roamer One, Inc. and under option to Roamer One, Inc. the following stations: XXXX000, Xxxx, Xxxxxx and XXXX000, Xxxxxxx, Xxxxx; and (n) Seller shall have received from the United Kingdom Inland Revenue advance clearance under Section 138 of the Taxation of Chargeable Gains Act of 1992 to the effect that the consummation of the transactions contemplated by this Agreement do not give rise to a capital gain on the transfer of the Shares or the receipt of the Purchaser Shares.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations Each and every obligation of Seller to consummate be performed on the transactions contemplated by this Agreement are Closing Date shall be subject to the fulfillmentsatisfaction, or waiver by Seller in Seller’s sole discretion, prior to or on at the Closing Date, of each of the following express conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):precedent:‌ (a) (i) The representations and warranties set forth in Section 4.1 and Section 4.2 shall be shall be true and correct in all respects as of the date hereof and as of the Closing Date as if then made, and (ii) all other representations and warranties of Purchaser set forth Buyer contained in this Agreement or in any other document, certificate or agreement delivered in connection herewith (A) that are qualified as to “materiality” and similar phrases shall be true and correct in each all respects as of the Transaction Documents date hereof and as of the Closing Date as if then made, and (B) that are not so qualified shall be true and correct in all material respects as of the Closing Date as though made on date hereof and as of the Closing DateDate as if then made, except that those unless such representations and warranties that are modified speak as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification certain date, in which case such representations and warranties shall be so true and correct in all respects as of said dates;such date. (b) Purchaser Buyer shall have performed and complied performed, in all material respects with all respects, each of its obligations and agreements required by this Agreement complied with each of its covenants necessary to be performed or complied with by Purchaser it on or prior to before the Closing Date; (c) Seller shall have received a certificate signed Evidence of Buyer Consent and all documents incident thereto shall be reasonably satisfactory in form and substance to Seller, and Buyer shall have made available to Seller for examination the originals or true and complete copies of all documents that Seller may reasonably request in connection with the transactions contemplated by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledthis Agreement; (d) Purchaser no Law shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving be enacted or promulgated by any Governmental Authority which prohibits, restricts or make illegal this Agreement, the Transaction Documents and Agreement or the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Datehereby; (e) there no Proceeding shall not be threatened or pending before any court or Governmental Authority that seeks restraint, prohibition, damages or other relief in effect on the Closing Date any Order connection with this Agreement or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by hereby, or that otherwise questions the validity or legality of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits consummation of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (f) Buyer shall have delivered to Seller the documents contemplated in Section 2.3(b); and (g) Seller shall have received consent from (i) certificates of the United Mizrachi Bank General Manager of Buyer, in a form satisfactory to Purchaser’s assumption Seller, certifying fulfillment of Liabilities of Seller under the United Mizrachi Bank Loan; matters referred to in paragraphs (ga) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing DateDate (without regard to any express qualifier therein as to materiality), except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date, without regard to any express qualifier therein as to materiality); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together results in an material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby; and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) , and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (ec) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any early termination shall have been granted; (e) the Specified Regulatory Approvals shall have been received and shall be in full force and effect; (f) the Reorganization shall have been effectuated in accordance in all material respects with Exhibit B; provided, however, that after September 1, 2016, this Section 9.2(f) shall cease to be a condition precedent to the obligations of the Transaction Documents or that could reasonably be expected Seller to otherwise result in a material diminution of the benefits of consummate the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;Agreement; and (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement Seller, the Company or the applicable Person such items set forth in Section 4.2(b). If the form attached hereto Closing occurs, all closing conditions set forth in this Section 9.2 which have not been fully satisfied as Exhibit B hereto; (h) Purchaser of the Closing shall be deemed to have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andbeen fully waived by Seller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated by sale of the German Truck-Mounted Assets under this Agreement are is subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (conditions, any or all of which may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law):Seller: (a) the The representations and warranties of Purchaser set forth Buyer contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the date hereof and the Closing Date Time with the same effect as though made on at and as of the Closing DateTime, except that those representations and warranties that are modified for any representation or warranty made or given as to materiality or contain of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification specified date, which shall be have been true and correct in all material respects as of said datesat such date; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations the agreements and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or it prior to or at the Closing DateClosing; (c) Seller shall have received been furnished with a certificate signed by an authorized officer of Purchasercertificate, dated the Closing Date, of a director of Buyer certifying that the conditions contained specified in Sections 9.1(a7.2(a), 7.2(b) and 9.1(b7.2(d) have been fulfilledsatisfied; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there There shall not be in effect on the Closing Date any Order injunction or Law restraining, enjoining or otherwise prohibiting or making illegal 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 been enacted by any of Governmental Authority which prohibits the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits consummation of the transactions contemplated by this Agreement herein or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any makes such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentsconsummation illegal; (f) Seller 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 received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loanexpired or been terminated; (g) Purchaser Buyer shall have delivered, or caused to be delivered, executed and delivered to Seller a duly executed Assignment and Assumption Agreement the documents identified in the form attached hereto as Exhibit B heretoSection 7.3; (h) Purchaser Buyer shall have delivered, or caused to be delivered, delivered the Purchase Price to Seller a duly executed Escrow Agreementin accordance with Section 2.2; and (i) On the Closing Date, the other Truck Mounted Transactions shall have been consummated previously hereto or simultaneously herewith.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller and the Company in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (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) Seller shall have received a certificate certificates signed by an authorized officer of Purchaser, each in form and substance reasonably satisfactory to Seller, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a9.2(a) and 9.1(bto (c) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and satisfied in all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Daterespects; (e) there Purchaser shall not have obtained or made all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Body required to be obtained or made by it in effect on connection with the Closing Date any Order execution and delivery of this Agreement or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (f) Seller Purchasers shall have received consent from delivered, or caused to be delivered, to Seller evidence of the United Mizrachi Bank wire transfers referred to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;in Section 3.2 hereof; and (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in Purchaser Documents, including the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions purchase and sale of the Interest as contemplated by this the Agreement are is subject to the fulfillment, satisfaction or waiver on or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):precedent: (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement covenants that are to be performed or complied with or necessary to be performed or complied with by Purchaser it on or prior to before the Closing Date; (b) the representations and warranties of Buyer set forth in Article 4 and of Buyer Guarantor set forth in the Buyer Guaranty that are qualified with respect to materiality (whether by reference to Material Adverse Effect or otherwise) shall be true and correct, and the representations and warranties of Buyer set forth in Article 4 and of Buyer Guarantor set forth in the Buyer Guaranty that are not so qualified, taken as a whole, shall be true and correct in all material respects, in each case, on and as of 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 date as so qualified; provided, further, that no Buyer Supplemental Disclosure or similar supplement or disclosure shall amend, modify, qualify or otherwise have any effect on this Section 6.2(b) and for the purposes of determining whether Seller's conditions set forth in this Section 6.2(b) have been fulfilled, no information or matter contained in any Buyer Supplemental Disclosure or similar supplement or disclosure shall be taken into account; (c) Seller shall have received a certificate signed by of an authorized officer of Purchaserthe Buyer, dated the Closing Datein form reasonably satisfactory to Seller, certifying that that, to the conditions contained knowledge of the officer making such certification, the matters referred to in Sections 9.1(aparagraphs (a) and 9.1(b(b) of this Section 6.2 have been fulfilledsatisfied; (d) Purchaser since the Effective Date, no Buyer Material Adverse Effect shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing occurred and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Datecontinuing; (e) there all Required Consents and the FERC Transaction Approvals shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshave been obtained; (f) Seller and all of its Affiliates shall have received consent been fully, completely and unconditionally released from all of their respective Liabilities (if any) in respect of the United Mizrachi Bank to Purchaser’s assumption Existing Letters of Liabilities of Seller Credit, no amounts shall have been drawn under the United Mizrachi Bank LoanExisting Letters of Credit, and the Existing Letters of Credit shall have been returned to Seller at the Closing; (g) Purchaser 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 and that would reasonably be expected to have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B heretoBuyer Material Adverse Effect; (h) Purchaser Buyer shall have delivered, or caused to be delivered, delivered to Seller a duly executed Escrow Agreementlegal opinion from counsel to Buyer and Buyer Guarantor reasonably satisfactory to Seller in form and substance reasonably satisfactory to Seller; (i) the Index Rate shall not be greater than 5.11% unless Buyer shall have agreed in writing that the Purchase Price adjustment contemplated by Section 2.2(d) shall be calculated on the assumption that the Index Rate is 5.11%; (j) neither Party shall have exercised any termination rights which it is entitled to exercise pursuant to Sections 2.5(b) or 8.1; and (k) Buyer shall have tendered to Seller the Purchase Price and all of the documents, instruments and other items which Buyer is required to deliver at Closing pursuant to Section 2.4(b), subject only to the delivery by Seller of the documents, instruments and other items which Seller is obligated to deliver at Closing pursuant to Section 2.4(a).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller under this Agreement to consummate the transactions contemplated by this Agreement are hereby to be consummated at the Closing shall be subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of all the following conditions (conditions, any one or all more of which may be waived by Seller in whole writing at the option of Seller: 6.2.1 All representations and warranties of Buyer made in this Agreement or in part any exhibit, schedule or document delivered pursuant hereto shall be true and complete in all material respects, in each case when made and as of the Closing Date as if made on and as of that date. 6.2.2 All of the terms, covenants and conditions to be complied with and performed by Buyer on or prior to the extent permitted Closing Date shall have been complied with or performed in all material respects. 6.2.3 Seller shall have received a certificate, dated as of the Closing Date, executed on behalf of Buyer by applicable Law): (a) an authorized executive officer thereof, certifying that the conditions specified in SECTION 6.2 have been fulfilled and stating that the representations and warranties of Purchaser set forth made by Buyer in this Agreement and in each of the Transaction Documents shall be are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates;. (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there 6.2.4 There shall not be in effect on the Closing Date any Order law, rule or Law regulation of any governmental authority or court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the preventing consummation of any of the transactions contemplated by this Agreement. 6.2.5 Seller shall have received evidence reasonably satisfactory to it that the transactions contemplated by this Agreement have been approved by the Board of Directors of Buyer and, as applicable, shareholders of Buyer, and by any other party or any entity of which consent is required in order for Buyer to enter into this Agreement, perform its obligations hereunder and consummate the Transaction Documents transactions contemplated hereby. 6.2.6 There shall be no action, proceeding or that could reasonably be expected threatened, pending or actual litigation to otherwise result in a material diminution of enjoin, restrain or prohibit the benefits consummation of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Lawlaw): (a) the all representations and warranties of Purchaser set forth in this Agreement H/Cell contained herein shall be true and in each correct as of the Transaction Documents date hereof; (b) all representations and warranties of H/Cell contained herein qualified as to materiality shall be true and correct, and all representations and warranties of H/Cell contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat date; (bc) Purchaser H/Cell shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser H/Cell on or prior to the Closing Date; (cd) Seller shall have received been furnished with a certificate signed by an authorized officer of Purchaser, (dated the Closing Date, Date and in form and substance reasonably satisfactory to Seller) executed by the Chief Executive Officer and Chief Financial Officer of H/Cell certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.2(a), 7.2(b) and 9.1(b7.2(c) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date“Officers’ Certificate”); (e) no legal proceedings shall have been instituted or threatened or claim or demand made against Seller, PVBJ, or H/Cell 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 on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (f) Seller the Employment Agreement shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan;been executed by H/Cell; and (g) Purchaser H/Cell shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption the Bxxxx Indemnification Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have deliveredbeen executed by H/Cell and PVBJ, or caused to be delivered, to Seller a duly executed Escrow Agreement; andjointly and severally.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Fundamental Representations shall be true and correct in all material respects respects, except for de minimis inaccuracies, at and as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date, Date as though made on the Closing Date (except that for those representations and warranties that are modified expressly made as to materiality of a particular time or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification period which representations and warranties shall be true and correct in all respects at and as of said datessuch particular time or period), except where the failure of the other representations and warranties of Seller to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by provisions of this Agreement required to be performed or complied with by Purchaser it on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; (d) any waiting period (and any extension thereof) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;been terminated; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (ge) Purchaser shall have delivereddelivered to Seller at the Closing a certificate of Purchaser, or caused to be delivereddated the Closing Date and duly executed by Purchaser, to Seller a duly executed Assignment the effect that the conditions set forth in Sections ‎8.2(a) and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h8.2(b) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andbeen satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):conditions: (a) the The representations and warranties of Purchaser set forth in this Agreement qualified as to materially shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification materially shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller (i) no Legal Proceedings shall have received a certificate signed by an authorized officer been instituted against Seller or Purchaser seeking to substantially restrain or prohibit the consummation of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amendedhereby, and bylaws(ii) no written legal threat thereof shall be outstanding which threat is reasonably substantiated in facts and is reasonably likely to be successful, as amendedprovided that, if such threat is not reflected in actual Legal Proceedings within 14 days after such threat is made, then the existence of Purchaser; such threat may not be deemed to be a failure of a closing condition to be satisfied, and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (eiii) there shall not be in effect on the Closing Date any Order by or Law any objection from a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal objecting to the consummation of any of the transactions contemplated by hereby; (d) the parties hereto shall have obtained the approval of the Israel Antitrust Authority, the Ministry of Defense, the Investment Center and any other consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made in connection with the execution and delivery of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits performance of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could herein in a form reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law satisfactory to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;and Purchaser; and (fe) Seller shall have received consent from delivered copies of the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement third party consents listed in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andSchedule 9.2(e).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions Transaction contemplated by this Agreement are subject to the fulfillmentfulfillment or waiver, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) Each of the representations and warranties contained in Article VI containing any of Purchaser set forth the terms “material,” “materially,” or “material adverse effect” or “Material Adverse Effect” shall be true and correct in this Agreement all respects when made on the Effective Date and in on and as of the Closing Date, and each of the Transaction Documents representations and warranties contained in Article VI not containing such terms shall be true and correct in all material respects as of when made on the Closing Effective Date as though made and on and as of the Closing Date, Date (except that those for representations and warranties that are modified as to materiality or contain which contemplate a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall different date which need only be true and correct in all respects as set forth herein as of said datessuch date); (b) Purchaser shall have performed and complied in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) there shall not have been instituted or threatened any Legal Proceeding to enjoin or otherwise prevent or prohibit the consummation of the Transaction contemplated hereby, or any pending or threatened Legal Proceeding seeking material damages that relate to or arise out of this Agreement or the consummation of the Transaction contemplated hereby; (d) a majority in interest of the limited partners of Seller shall have consented to the transactions contemplated by this Agreement and the other Transaction Documents in accordance with the terms of Seller’s partnership agreement and applicable securities laws; (e) Seller shall have received the Fairness Opinion; (f) Purchaser shall have delivered, or caused to be delivered, to Seller the following documents, agreements, instruments and other deliverables: (i) the Purchase Price in accordance with Article III; (ii) a duly executed Indemnity Escrow Agreement in the form attached hereto as Exhibit A; (iii) a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit D; (iv) a certificate of existence of Purchaser issued by the office of the Secretary of State of the State of Georgia; (v) a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying to his knowledge, without personal liability, that the conditions contained set forth in Sections 9.1(a9.2(a) and 9.1(b(b) have been fulfilledare satisfied; (dvi) Purchaser shall have delivered (A) copies of resolutions one or more certificates, dated as of the board Closing Date, executed by the Secretary of directors Guarantor, without personal liability: (a) certifying that the resolutions, as attached to such certificate, were duly adopted by the Guarantor, as the sole member of Purchaser Purchaser, authorizing and approving the execution of this Agreement, Agreement and the other Transaction Documents on behalf of Purchaser and the consummation of the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and that such resolutions remain in full force and effect and unmodified are all the resolutions adopted by the sole member of Purchaser in connection with the Transaction contemplated by this Agreement; (b) certifying that the resolutions, as attached to such certificate, were duly adopted by the Board of Directors of Guarantor, authorizing and approving the execution of the Closing Date; (e) there shall not be in effect Guaranty on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal behalf of Guarantor and the consummation of any of the transactions contemplated by hereby and thereby and that such resolutions remain in full force and effect; (c) certifying as to the incumbency of the persons signing this Agreement or and any other documents on behalf of Purchaser and Guarantor and a certificate by another officer of Guarantor as to the incumbency and signature of the Transaction Documents or that could reasonably Secretary signing the Secretary’s Certificate; (d) the Articles of Incorporation of Guarantor (a copy of which shall be expected attached to otherwise result in a material diminution the Certificate), certified by the Secretary of State of South Carolina; (e) the benefits Bylaws of Guarantor certified by the transactions contemplated by this Agreement or any Secretary of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; Guarantor; (f) Seller the Certificate of Organization of Purchaser (a copy of which shall have received consent from be attached to the United Mizrachi Bank to Purchaser’s assumption Certificate) certified by the Secretary of Liabilities State of Seller under the United Mizrachi Bank Loan; Georgia; and (g) the Operating Agreement of Purchaser shall have delivered, or caused to be delivered, to Seller certified by the Secretary of Guarantor; and (vii) a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Transition Services Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject subject, at the option of Seller, to the fulfillment, prior to satisfaction or on the Closing Date, written waiver of each of the following conditions (any at or all of which may be waived by Seller in whole or in part prior to the extent permitted by applicable Law):Effective Date and at or prior to the Completion Date: (a) the The representations and warranties of Purchaser set forth contained in this Agreement and or in each of the Transaction Documents any certificate or document delivered by Purchaser pursuant hereto shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations Effective Date and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true on and correct in all respects as of said dates;the Completion Date as though made at and as of such respective dates (except where such representation and warranty is made as of a date specifically set forth therein), and Purchaser shall have delivered to Seller a certificate to such effect. (b) Purchaser shall in all material respects have performed and complied in all material respects with all obligations terms, agreements, covenants and agreements required by conditions of this Agreement to be performed or complied with by Purchaser on or prior before the Effective Date and on or before the Completion Date, and Purchaser shall have delivered to the Closing Date;Seller a certificate to that effect. (c) All other proceedings to be taken by Purchaser in connection with the Transactions and all documents incident thereto shall be satisfactory in form and substance to Seller, and Seller shall have received a certificate signed by an authorized officer all such certified or other copies of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;such documents as it may reasonably request. (d) Purchaser No legal action or proceeding shall have delivered (A) copies of resolutions been instituted or threatened by any Governmental Entity seeking to restrain, prohibit, invalidate or otherwise affect the consummation of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;Transactions. (e) there Purchaser shall not be in effect on have obtained all consents and approvals required for the Closing Date any Order or Law restrainingexecution, enjoining or otherwise prohibiting or making illegal delivery and performance of this Agreement by Purchaser and the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to SellerTransactions. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED BY OVERLAND DATA, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andINC.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable LawSeller): (a) the all representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents Buyer to Seller shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made at and correct in all respects as of said datesthat time; (b) Purchaser Buyer shall have performed performed, and complied in all material respects with with, all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or them, respectively, prior to or at the Closing DateClosing; (c) Seller shall have received been furnished with a certificate signed by an authorized officer of Purchasercertificate, dated the Closing Date, executed by an officer of Buyer certifying that to the fulfillment of the conditions contained specified in Sections 9.1(a8.2(a) and 9.1(b8.2(b) have been fulfilledhereof; (d) Purchaser there shall have delivered (A) copies be no judgment, decree, injunction, rule or order of resolutions any court, governmental department, commission, agency, instrumentality or arbitrator outstanding which prohibits, restricts or delays consummation of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute by this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order no pending lawsuit, claim or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of legal action relating to the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any which would materially adversely affect such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentstransactions; (f) Seller shall have received consent from a copy of resolutions adopted by the United Mizrachi Bank Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, (i) stating that such resolutions were duly adopted and are in full force and effect at such date, (ii) setting forth the incumbency of each person executing this Agreement, or any other documents delivered pursuant to Purchaser’s assumption this Agreement on behalf of Liabilities Buyer, and (iii) certifying as to the charter documents and By-Laws of Seller under Buyer, in effect as of the United Mizrachi Bank LoanClosing Date, copies of which shall be attached thereto; (g) Purchaser Buyer shall have delivered, or caused to be delivered, executed and delivered to Seller a duly executed Assignment an Assumption Agreement, dated the Closing Date, in form and Assumption Agreement in the form attached hereto as Exhibit B heretosubstance acceptable to Seller; (h) Purchaser Buyer shall have delivered, or caused to be delivered, executed and delivered to Seller a duly the Note, dated the Closing Date; (i) Buyer shall have executed Escrow and delivered to Seller the Security Documents, dated the Closing Date; (j) Buyer shall have executed and delivered to Seller the Sublease Agreement, dated the Closing Date; and (k) Buyer shall have delivered to Seller the Insurance Certificates.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Purchaser set forth contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though (except to the extent made on and with reference to an earlier date, in which case as of the Closing Datesuch earlier date), except that those representations and warranties that are modified as where the failure of any such representation or warranty to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dateswould not have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller Purchaser shall have received a certificate signed by delivered to Seller an authorized officer Officer’s Certificate of Purchaser, dated the Closing Date, Purchaser certifying that the conditions contained set forth in Sections 9.1(aSection 8.2(a) and 9.1(bSection 8.2(b) have been fulfilledmet; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (e) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;have been granted; and (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have deliveredmade, or caused to have been made, the deliveries contemplated by Section 3.3. If the Closing occurs, all Closing conditions set forth in this Section 8.2 that have not been fully satisfied as of the Closing shall be delivered, deemed to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andbeen waived by Seller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to need not -------------------------------------------------- consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of hereby unless the following conditions (any or all of which may shall be waived by Seller in whole or in part to the extent permitted by applicable Law):fulfilled: (a) 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 Kozloff Stouxx, xxxxxxx xxr Seller. (b) Except for changes in the ordinary course of business or as otherwise contemplated or permitted by this Agreement, the representations and warranties of Purchaser set forth Buyer and Parent contained herein or in this Agreement and in each of the Transaction Documents any certificate or document delivered to Seller pursuant hereto shall be true deemed to have been made again at and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall then be true and correct in all respects as of said dates; (b) Purchaser material respects; Buyer and Parent shall have performed and complied in all material respects with all obligations and agreements and, conditions required by this Agreement to be performed or complied with by Purchaser on or them prior to or at the Closing Date;; and Seller shall have been furnished with certificates of appropriate officers of Buyer and Parent dated as of the Closing Date certifying to the fulfillment of the foregoing conditions. (c) Seller shall have received a certificate signed by been furnished with an authorized officer opinion dated as of Purchaser, dated the Closing DateDate of counsel for Buyer and Parent, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;effect that: (di) Purchaser shall have delivered (A) copies of resolutions Buyer and Parent are duly organized and validly existing corporations in good standing under the laws of the board State of directors Delaware, and Buyer is qualified to do business as a foreign corporation and is in good standing in the State of Purchaser authorizing Pennsylvania. (ii) Buyer and approving this Agreement, Parent each has full corporate power and authority to enter into each of the Transaction Documents Agreements to the extent it is a party thereto and to consummate the transactions contemplated hereby and thereby thereby; the execution, delivery and performance by each of Buyer and Parent of the Agreements to which it is a party have been duly authorized by all requisite corporate action on the part of Buyer and Parent; each of the Agreements to which it is a party has been duly executed and delivered by Buyer and Parent, as the case may be, and (assuming due execution and delivery by Seller of those Agreements to which it is a party) constitutes a valid and binding obligation of Buyer and Parent, 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 Undertaking executed and delivered to Seller by Buyer at the Closing is valid in accordance with its terms and is effective to provide, as between Buyer and Seller, for the assumption by Buyer of all of the transactions obligations and agreements contemplated hereby liabilities of Seller specified therein which are valid and therebybinding obligations and liabilities of Seller; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;and (eiv) there shall Except as may be specified by said counsel, they do not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation know of any of action, suit or governmental, administrative, arbitration or regulatory proceeding or investigation pending or threatened against or relating to Buyer or Parent which could have a materially adverse impact on the transactions contemplated by this Agreement Agreement. In rendering such opinion, counsel to Buyer and Parent may rely upon certificates of one or more officers of Buyer 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 Parent or any of its officers or directors seeking to restrain, prevent, or change the Transaction Documents transactions contemplated hereby or that could reasonably be expected 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 Buyer or Parent, necessary on the part of Buyer or Parent, or their respective subsidiaries or affiliates, to otherwise result in a material diminution the execution and delivery of this Agreement and the benefits consummation of the transactions contemplated by this Agreement hereby, other than routine post-closing notifications or any of the Transaction Documents to Sellerfilings, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, been obtained or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andeffected.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Lawlaw): (ai) the The representations and warranties of Purchaser set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as where the failure to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as would not materially impair or delay Purchaser’s ability to consummate the transactions contemplated by this Agreement or the Xxxx of said datesSale; (bii) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (ciii) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) Purchaser shall have delivered (A) copies of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there There shall not be in effect on the Closing Date any Order or Law order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (f) Seller shall have received consent from the United Mizrachi Bank to Purchaser’s assumption of Liabilities of Seller under the United Mizrachi Bank Loan; (giv) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in copy of the form attached hereto as Exhibit B hereto;Xxxx of Sale to which Purchaser or any of its Affiliates is a party; and (hv) Purchaser shall have delivered, or caused to be delivered, delivered to Seller a duly executed Escrow certificate of the President of Purchaser dated as of the Closing Date, certifying on behalf of Purchaser that (a) all representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date of the Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by the Agreement; andor (ii) in respects that do not have a Material Adverse Effect; (b) Purchaser has performed all agreements and covenants required to be performed by it under the Agreement, except for breaches that do not have a Material Adverse Effect; and (c) attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of Purchaser by written consent in accordance with applicable law and the Bylaws authorizing the execution and performance of the Agreement, which resolutions have not been modified, rescinded or otherwise changed or amended and remain in full force and effect as of the date of such certificate.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations --------------------------------------------- of Seller to consummate complete the transactions contemplated by this Agreement sale of Purchased Assets as provided for herein are subject to the fulfillment, prior to fulfillment or satisfaction on or before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):writing. (a) the 8.2.1 All representations and warranties of Purchaser set forth Buyer contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of (except to the Closing Date, except that those extent such representations and warranties that are modified as to materiality or contain speak of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true particular date), and correct in all respects as of said dates; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Seller shall have received a certificate signed by an authorized executive officer of PurchaserBuyer to such effect; 8.2.2 Buyer shall have performed in all material respects all of the obligations, dated covenants and agreements contained in this Agreement (and the Management Agreement) to be performed by Buyer on or before the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) Seller shall have been fulfilledreceived a certificate signed by an executive officer of Buyer to such effect; (d) Purchaser 8.2.3 All instruments and documents required on Buyer's part to effectuate and consummate the transactions contemplated hereby including those set forth in Section 3.3 shall have be delivered (A) copies by Buyer and shall be in form and substance reasonably satisfactory to Seller and its counsel; 8.2.4 No order of resolutions of the board of directors of Purchaser authorizing and approving this Agreement, the Transaction Documents and any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of incorporation, as amended, and bylaws, as amended, of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (e) there shall not have been threatened, nor shall there be in effect on the Closing Date pending, any Order action or Law restrainingproceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, enjoining or otherwise prohibiting or making illegal the consummation of challenging any of the transactions contemplated by this Agreement or any seeking monetary relief by reason of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution consummation of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Seller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Seller or the transactions contemplated by this Agreement or any of the Transaction Documents;transactions; and (f) 8.2.5 Seller shall have received consent from counsel for Buyer the United Mizrachi Bank to Purchaser’s assumption opinion referenced in Section 3.3.4 above dated as of Liabilities of Seller under the United Mizrachi Bank Loan; (g) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit B hereto; (h) Purchaser shall have delivered, or caused to be delivered, to Seller a duly executed Escrow Agreement; andClosing Date.