Common use of Conditions Precedent to Purchaser’s Obligations Clause in Contracts

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed on the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditions: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations Each and every obligation of Purchaser the purchaser to be performed on the Closing Date shall be subject to the satisfaction or waiver prior to or at by the Closing of each Date of the following conditions, unless waived in writing by purchaser: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth made by Movito in Section 3.1 hereof this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and Seller shall have delivered to Purchaser a certificate dated warranties had been made or given by the Closing Date and signed by Seller’s authorized signatories to such effect.Date; (cb) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller Movito shall have performed and complied with all agreements required by of their obligations under this Agreement which are to be performed or complied with by them on or prior by the Closing Date; (c) Movito shall have provided Link with the opportunity to review all of Movito’s relevant financial records and purchaser shall be satisfied with such review as purchaser may determine in its sole opinion; (d) Movito shall have obtained the Closing.necessary consent of its shareholders to effect the transactions contemplated herein; (e) All consentsMovito shall deliver to purchaser: (i) a certified true copies of resolutions of Movito and Netcash’s Board of Directors authorizing the transfer of the Shares from Movito to purchaser, authorizations, orders and approvals of, filings or registrations with the registration of the Shares in the name of the purchaser and the expiration issuance of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or a share certificate representing the Shares in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller name of the Share Purchase contemplated hereby shall have been obtained purchaser; (ii) share certificates representing the Shares issued in the name of Movito accompanied by duly executed Irrevocable Powers of Attorney to transfer the Shares to purchaser; and (iii) A share certificate or madecertificates registered in the name of the purchaser, in form and substance reasonably satisfactory to Purchasersigned by the President of Movito, and shall be in full force and effectrepresenting the Shares. (fiv) No action shall have been taken or threatened, Duly executed original copies of Xxxxx Xxxxxx and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation Xxxxx Xxxxxx’x resignations from Netcash’s Board of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyDirectors.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on the Closing Date shall be hereunder are subject to the satisfaction fulfillment or waiver prior to or at the Closing of each of the following conditionsconditions at or prior to the Closing: (a) All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects when made and shall be deemed to have delivered been made again at and as of the Original Share Certificatesdate of the Closing, and shall then be true and correct in all material respects. (b) The representations There shall not have been any breach in any material respect by Seller of any of its covenants, agreements and warranties set forth obligations required by the terms of this Agreement to be performed by Seller at or before the Closing. (c) Since the date of this Agreement, none of the following shall have occurred: (i) improper conduct by Seller or any of its subsidiaries constituting fraud in Section 3.1 hereof connection with transactions with a significant supplier of inventory to Seller or any of its subsidiaries and (ii) violations of government contract laws, rules and practices committed by Seller or any of its subsidiaries that both (A) result in a termination or suspension of performance under a government prime or subcontract or debarment and (B) significantly impair the ability of Seller or any of its subsidiaries to conduct business as a government prime contractor or subcontractor. (d) There shall have been no material adverse change since June 30, 1998 in the Assets or the financial condition, results of operations, prospects or business of the Business taken as a whole; provided that the foregoing shall not include the termination of any Franchise Agreements due to the public announcement of this Agreement or the transactions contemplated hereby. (e) There shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate executed by the chief executive officer and chief financial officer of Seller, dated the Closing Date Date, certifying, in their capacities as such officers, that the conditions set forth in paragraphs (a), (b), (c) and signed by Seller’s authorized signatories to such effect(d) of this Section 11 have been fulfilled. (cf) Seller shall have duly executed and delivered obtained evidence in form reasonably satisfactory to Purchaser that any Encumbrances on the Big Boy Representations CertificateAssets pursuant to the Credit Agreement have been or will, immediately following the Closing, be released by the lenders thereunder. (dg) The consummation of the transactions contemplated hereby shall not have been enjoined by any court or federal, state or foreign governmental agency, including, without limitation, the Department of Justice, the Federal Trade Commission or the SEC. (h) Seller shall have performed filed all reports and complied with satisfied all agreements required by this Agreement requests for additional information pursuant to be performed or complied with by them on or prior to the ClosingXxxx-Xxxxx, and all applicable waiting periods shall have expired. (ei) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby The consents set forth on Schedule 11(i) shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effecteffect and not subject to any condition that has not been satisfied or waived. (fj) No action Purchaser shall have been taken received the opinion of Irell & Xxxxxxx LLP, counsel to Seller, substantially in the form of Exhibit F. (k) There shall not be a moratorium on commercial bank lending declared by a federal or threatened, New York State regulatory authority or other circumstances or state of facts constituting a disruption in the financial markets causing banks and no law shall exist or have been enacted, promulgated or issued or deemed applicable other financial institutions not to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyextend credit.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Subject to Section 6.2 hereof, Seller shall have delivered to Purchaser all of the Original Share Certificatesitems required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof. (b) The Seller shall have performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement. (c) All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct as of the Closing Date Date. (d) Prior to the Closing, Tenant Estoppel Certificates from Xxxxx Xxxxxx and all other tenants under the Leases. Each Tenant Estoppel Certificate shall (i) be dated within thirty (30) days prior to the Closing Date, (ii) confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iii) confirm the absence of any defaults under the applicable Lease as of the date thereof. Notwithstanding the foregoing, in lieu of Seller obtaining Tenant Estoppel Certificates for the License Agreements or that certain U.S. Government Lease for Real Property dated October 1, 2009, between The McClatchy Company and the United States of America, specifically the United States Coast Guard (the “Coast Guard Lease”), Seller shall be permitted to provide Purchaser with estoppel certificates for the License Agreements and the Coast Guard Lease in a form similar to a Tenant Estoppel Certificate (each a “Seller Certificate”). If after Closing, Seller delivers to Purchaser a fully executed Tenant Estoppel Certificate from any party for which Seller provided a Seller Certificate that is fully consistent with the factual information provided in the Seller Certificate, then the Seller Certificate shall be deemed to be superseded by the Tenant Estoppel Certificate and Seller shall have no further obligations or liabilities arising from the Seller Certificate except as expressly provided in this paragraph. To the extent that there are any differences between the new Tenant Estoppel Certificate and the prior Seller Certificate, Seller shall indemnify, protect, defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its subsidiaries, Affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) which may be asserted against or suffered by Purchaser or the Property as a result or on account of such differences between the new Tenant Estoppel Certificate and the respective Seller Certificate. This Section 6.1(d) shall survive the Closing of this Agreement. (e) The delivery by the Title Company of a “marked up” Title Commitment, subject only to the Permitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions. (f) Except as cured by Seller or otherwise approved or waived in writing by Purchaser, no event shall have occurred which may have a material adverse effect on the Property. (g) Seller shall have delivered to Xxxxx Xxxxxx the Xxxxx Xxxxxx Termination Letter and shall have delivered to Purchaser a certificate dated evidence of receipt thereof by the Closing Date Xxxxx Xxxxxx notice parties as described in Section 5.1(t) above and signed by Seller’s authorized signatories to such effectSection 6.2 below. (ch) Seller The Amendments of License Agreements for each of the License Agreements shall have duly been fully executed and delivered by each party thereto. (i) The Agreement, although it may be executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed Escrow Agent and complied with all agreements required by this Agreement to be performed or complied with by them on or prior into escrow, is subject to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and approval of the expiration Board of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with Directors. In the execution and delivery by Seller event that the Board of Directors should not approve this Agreement and the consummation transactions contemplated herein by Seller May 31, 2011, upon written notice from the Purchaser to the Escrow Agent that the Board of Directors has not approved the Agreement or this transaction, Escrow Agent shall immediately return any Escrow Items received by Escrow Agent from any of the Share Purchase contemplated hereby Parties to the applicable Party who delivered such Escrow Item to Escrow Agent, and this Agreement shall be deemed terminated. Notwithstanding anything herein to the contrary, in the event that the Xxxxx Xxxxxx Termination Letter has been delivered pursuant to Section 6.2(h) below, Purchaser shall have been obtained or made, in form and substance reasonably satisfactory no right to Purchaser, and shall be in full force and effectissue any such notice regarding non-approval by the Board of Directors. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The All obligations of the Purchaser under this Agreement, including but not limited to be performed on those to purchase the Closing Date shall be Glyko Shares, to assume the Employee Options and to sell to Vendor the BioMarin Shares, are subject to the satisfaction or waiver fulfillment prior to or at the Closing of each of the following conditions: (a) Seller Purchaser shall have delivered the Original Share Certificates. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct received from Vendor a certificate, dated as of the Closing Date Date, signed by the President of Vendor, stating that the representations and Seller shall have delivered to Purchaser a certificate dated warranties made by the Vendor in or under this Agreement are true in all material respects on and as of the date of the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them that, on or prior to the Closing, Vendor has complied with all covenants and agreements herein agreed to be performed or caused to be performed by it on or prior to the Closing Date. (b) On or before the Closing Date there shall have been obtained from all appropriate Federal, provincial, state, municipal, foreign or other governmental or administrative bodies all such approvals and consents, if any, in form and terms satisfactory to the Purchaser, as may be required in order to permit the change of ownership of the Glyko Shares. (c) On or before the Closing Date the Vendor and Glyko, Inc. shall have settled all inter-company debt and equity accounts. (d) Purchaser shall have received from Vendor a copy of this Agreement duly executed on behalf of Vendor with all schedules attached thereto completed to the mutual satisfaction of Purchaser and Vendor. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller Purchaser shall have received from Vendor an executed copy of the Share Purchase contemplated hereby Amended and Restated Registration Rights Agreement attached hereto as Schedule "E." ------------- (f) Purchaser shall have been obtained or made, received from counsel to Vendor an executed legal opinion in a form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (fg) No action Vendor shall have been taken delivered, subject to the provisions of Section 2.4 hereof, the Glyko Shares together with such executed documentation as is necessary and appropriate to the effect the transfer of ownership of the Glyko Shares from Vendor to Purchaser. In case any of the foregoing conditions cannot be fulfilled on or threatenedbefore the Closing Date to the satisfaction of the Purchaser, the Purchaser may rescind this Agreement by notice to the Vendor and in such event each of the Purchaser and the Vendor shall be released from all obligations hereunder; provided, however, that any such conditions may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non- fulfillment of any other condition or conditions, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to that the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation closing of the transaction Transaction as contemplated hereby illegal or substantially delay the consummation by this Agreement shall be deemed to be a waiver of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyunfulfilled conditions.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on the Closing Date shall be close under this Agreement is subject to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions which shall be deemed waived if the parties complete Closing: (a) Seller shall have delivered the Original Share Certificates. (b) 1. The representations and warranties set forth in Section 3.1 hereof made by Seller herein shall be true and correct in all material respects as of the Closing Date Date, as though such representations and warranties were restated and made at and as of the Closing Date; 2. All the necessary consents, regulatory and other approvals, licenses and other authorizations which are material to the transactions contemplated hereby shall have been obtained permitting the post-Closing ownership and operation by Purchaser of the Accounts on terms substantially comparable to those existing at the present and all applicable waiting periods (and extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and Seller and Purchaser shall have received all other permits or consents of governmental authorities necessary. No such permit or consent shall contain any condition, limitation or requirement that, individually or in the aggregate, would, in Purchaser’s reasonable good faith judgment, materially reduce the benefits of the transaction contemplated by this Agreement to Purchaser; 3. As of the Closing Date, there shall not have been any material adverse change in the Assets to be Sold since completion of due diligence by Purchaser; 4. Seller shall have delivered to Purchaser a certificate dated the Closing Date such documents, certificates and signed agreements reasonably requested by Seller’s authorized signatories to such effect.Purchaser; (c) 5. Seller and Purchaser shall have duly executed and delivered to Purchaser entered into the Big Boy Representations Certificate.“Elan Financial Services Joint Marketing Agreement” (the “Joint Marketing Agreement”); (d) Seller 6. No claim, action, suit, proceeding or governmental investigation shall have performed and complied with all agreements required by this Agreement to be performed been threatened or complied with by them on or prior to instituted challenging the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller validity of this Agreement and or the consummation by Seller series of the Share Purchase transactions contemplated hereby shall which could reasonably be expected to have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to a material adverse effect on the transactions contemplated hereby and no order of any court shall have been entered which reasonably could be expected to have a material adverse effect on the transactions contemplated hereby; 7. All pre-Closing covenants, obligations and other matters to be performed on the part of Seller shall have been fulfilled in all material respects; 8. If required by any Governmental Authority that would (i) make Purchaser, Seller and Purchaser shall have entered into the consummation Interim Servicing Agreement; 9. The acquisition of the transaction contemplated hereby illegal Assets to be Sold shall not violate any applicable statute, rule or substantially delay regulation in effect on the consummation of Closing Date; 10. Seller shall have paid to Purchaser any material aspect of the transaction contemplated hereby, or (ii) render amount due by Seller unable pursuant to consummate the transaction contemplated hereby.Section VIII.A.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed on the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditions: (a) Each Seller shall have delivered an instruction letter of transfer duly executed by such Seller that is required for the Original Share Certificatessale and transfer of Capital Ally Shares or Arch Shares, as the case may be. (b) The representations and warranties set forth in Section 3.1 2.1 hereof shall be true and correct as of the Closing Date and each Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Sellersuch Sellers’s authorized signatories to such effect. (c) Each Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Each Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations (including the corporate authorizations), orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by each Seller of this Agreement and the consummation by such Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law Law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render any Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The Seller and Seller Parent acknowledge that, as a condition precedent to Purchaser’s obligations of Purchaser to be performed hereunder, the conditions set forth below shall occur on or before the Closing Date Date, any of which conditions may be waived in writing by Purchaser in its sole discretion. If any condition set forth in this Section 9.1, other than the conditions set forth in Sections 9.1(a), 9.1(c) and 9.1(d), is not fulfilled or waived in writing by Purchaser on or prior to the Closing Date, then such nonfulfillment or non-waiver shall be subject deemed a Termination Event and the provisions of Section 10.4 shall apply. If any condition set forth in Sections 9.1(a), 9.1(c) and 9.1(d) is not fulfilled or waived in writing by Purchaser on or prior to the satisfaction or waiver Closing Date, then Purchaser may, at its option, and as its sole and exclusive remedy under this Agreement (provided Purchaser did not breach this Agreement and/or cause the non-fulfillment of any of the conditions set forth in such Section), terminate this Agreement by delivering written notice of such termination to Seller Parent prior to or at the Closing Date, and thereafter both parties shall be relieved of each of the following conditions:all obligations hereunder and shall have no further claim in connection with such termination. (a) Seller All Governmental Approvals shall have delivered been obtained by Purchaser, the Original Share CertificatesSeller Parties and/or Tenant, as applicable, in accordance with this Agreement and the final documentation to be entered into in connection therewith shall have been received by Purchaser. (b) The representations Purchaser shall have received certified copies of Seller’s Evidence of Authorization. (c) No injunction, judgment, order, decree, ruling or charge shall be in effect under any action, suit or proceeding before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator that (A) prevents consummation of any of the transactions contemplated by this Agreement or (B) would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, provided that Purchaser has not solicited or encouraged any such action, suit or proceeding. (d) Subject to Purchaser’s payment of all title insurance premiums and warranties expenses in accordance with the terms of this Agreement, the Title Company shall be irrevocably committed to issue upon Closing the Title Policy, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Encumbrances and the Lease, in an amount not less than the Purchase Price. (e) (i) As of the date of this Agreement and as of the Closing, each and every representation and warranty of each Seller Party set forth in Section 3.1 hereof this Agreement shall be true and correct except as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. would not constitute (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for individually or in connection with the execution aggregate) a Material Adverse Effect and delivery by (ii) no Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and Party shall be in full force and effectdefault under any of its obligations under this Agreement in any material respect. (f) No action The Seller Parties shall have been taken executed and delivered, at or threatenedbefore Closing, all items to be executed and no law shall exist or have been enacted, promulgated or issued or deemed applicable delivered by the Seller Parties in accordance with Section 3.2. (g) All conditions precedent to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal Operator Merger shall have been fulfilled or substantially delay waived in accordance with the consummation of any material aspect terms of the transaction contemplated hereby, Operator Merger Agreement and the Operator Merger shall have been consummated or (ii) render Seller unable shall be able to consummate be consummated substantially simultaneously with the transaction contemplated herebyClosing hereunder.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser Purchaser’s obligation to be performed on the Closing Date shall be perform under this Agreement is subject to and contingent upon the satisfaction or waiver prior to or at the Closing of each and every one of the following conditions:. In the event that any of the below conditions is not satisfied at or prior to the date of Closing, Purchaser may terminate this Agreement as provided in this Agreement. Unless specifically stated otherwise, conditions to obligations hereunder are for the benefit of Purchaser and may be waived in writing by Purchaser. (a) Seller The Title Insurer shall have delivered deliver to Purchaser at Closing (or be irrevocably committed to issue at Closing) an ALTA Owner’s Policy of Title Insurance (the Original Share Certificates.“Title Policy”), with extended coverage (i.e., with the standard pre-printed exceptions deleted), issued by the Title Insurer as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of good, clear record and marketable fee simple title to the Property, and subject only to the Permitted Exceptions; (b) The representations Purchaser’s obligation to perform under this Agreement is subject to and warranties set forth in Section 3.1 hereof shall contingent upon approval at the Town Meeting to be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect.held on June 11, 2024 (“Town Meeting Approval Date”); (c) The truth and accuracy in all material respects, as of the Closing, of the representations and warranties of Seller shall have duly executed contained in this Agreement, and delivered to Purchaser Seller’s fulfillment of its other obligations hereunder within the Big Boy Representations Certificate.time periods set forth herein; (d) Seller The Property shall have performed be in substantially the same condition as on the date of this Agreement, reasonable use and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing.wear excepted; and (e) All consentsOn the Closing Date, authorizations, orders and approvals of, filings or registrations with and title to the expiration of all waiting periods imposed byProperty shall be conveyed to Purchaser subject only to the Permitted Exceptions as set forth in this Agreement. If on the Closing Date, any third Personof the foregoing conditions precedent have not been satisfied, including any Governmental AuthorityPurchaser may either waive such condition and proceed to Closing, which are required for or in connection with the execution and delivery by Seller of terminate this Agreement and by written notice to Seller; provided however, that at the consummation by Seller sole option of the Share Purchase contemplated hereby shall have been obtained or madeSeller, in form the event of a failure of any such condition precedent, the Closing Date may be extended for one (1) period of up to thirty (30) days during which Seller shall use reasonable efforts to satisfy such condition. Upon Xxxxxx’s receipt of notice of termination pursuant to this Section (either on the scheduled Closing Date or as the same may be extended as aforesaid), the Deposit shall be promptly refunded to Purchaser and substance reasonably satisfactory to Purchaserthis Agreement shall terminate, and neither party shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable liable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal other for damages or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyotherwise except as otherwise expressly provided herein.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser Purchaser's obligation under this Agreement to be performed on purchase the Closing Date shall be Shopping Centers is subject to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditions: : (ai) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth in Section 3.1 hereof of the Sellers contained herein shall be true true, accurate and correct in all material respects, individually and in the aggregate, as of the Closing Date Date, subject to changes to matters discussed in such representations and Seller warranties in connection with the operation of the Shopping Centers in compliance with Section 11 hereof (other than Section 11.5); (ii) the Sellers shall be ready, willing and able to deliver title to such Shopping Center in accordance with the terms and conditions of this Agreement (including without limitation insured title pursuant to the Title Commitments and the absence of any Unacceptable Encumbrances); (iii) no casualty with respect to a "material" part of such Shopping Center, as described in Section 13.1 shall have occurred, (iv) no condemnation or eminent domain taking of any "significant" portion of such Shopping Center, as described in Section 13.2, shall have occurred, (v) the Sellers shall have delivered all the documents and other items required pursuant to Purchaser a certificate dated the Closing Date Section 9, and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed all other covenants, undertakings and obligations, and complied with all agreements conditions required by this Agreement to be performed or complied with satisfied by them on the Sellers at or prior to the Closing. , (evi) All consentsthere shall have been no violation of any of the Permitted Encumbrances since the date of this Agreement, authorizations(vii) the condition to Sellers' obligations set forth in Sections 8.2(iii) shall have been satisfied other than by the Sellers' waiver thereof, orders and approvals of(viii) the Purchaser shall not have delivered a Purchaser's Termination Notice. The Purchaser's obligation under this Agreement to purchase the Shopping Centers is further subject to the fulfillment of the following condition with respect to each Shopping Center that is subject to an Existing Mortgage: if any of the Existing Mortgages, filings the notes secured thereby or registrations with the related loan documents prohibits or restricts the conveyance of any Shopping Center or any part thereof without the prior consent of the holder or holders thereof or confers upon such holders the right to accelerate payment of the indebtedness or to change the terms of the Existing Mortgage(s) in the event that a conveyance is made without the consent of such holders, the Sellers shall have obtained from such holders, in writing, at the sole cost and expense of the expiration Sellers, (i) the unqualified consents of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with such holders to the execution and delivery sale contemplated by Seller of this Agreement and the consummation by Seller conveyance of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable such Shopping Center to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.Purchaser and

Conditions Precedent to Purchaser’s Obligations. The obligations of In addition to the conditions set forth in Section 5.1, the Purchaser to be performed on the Closing Date shall be subject obligated to perform the satisfaction or waiver prior to or at the Closing of acts contemplated for performance by them under Article I only if each of the following conditionsconditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Purchaser: (a) Seller shall have delivered The receipt of cash proceeds from debt and equity financings sufficient to consummate the Original Share Certificatestransactions contemplated by this Agreement ("Financing Condition"). (b) The representations and warranties of the Company set forth in Section 3.1 hereof Article 2 shall be true and correct in all material respects as of the Closing Date with the same force and Seller shall have delivered to Purchaser a certificate dated effect as though made again at and as of the Closing Date Date, except for any representations and signed by Seller’s authorized signatories to warranties that address matters only as of a particular date specifically set forth in such effectrepresentation, other than the date hereof, (which shall remain true and correct as of such date). (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller The Company shall have performed and complied in all material respects, individually or in the aggregate, (without giving duplicative effect to any materiality qualification contained in the applicable obligation) with all other covenants and agreements required by contained in this Agreement required to be performed or complied with by them it on or prior before the Closing Date. (d) Since the date of this Agreement, there shall not have been the occurrence of any event or condition, or series of events or conditions, that has had or would reasonably be expected to the Closinghave a Material Adverse Effect. (e) All consents, authorizations, orders The Company shall have executed and approvals of, filings or registrations with delivered to Purchaser at and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller as of the Share Purchase contemplated hereby shall have been obtained or madeClosing a certificate, duly executed by the Company's Chief Financial Officer, in form and substance reasonably satisfactory to Purchaser and Purchaser's counsel, certifying that to such officers' knowledge, the conditions specified in (b), (c) and shall be in full force and effect(d) have been satisfied. (f) No action The Company shall have obtained the material third party consents necessary to consummate the Merger including the consent of Fleet National Bank, N.A.. (g) As of the Effective Time, the effects of the Company Rights Plan shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable eliminated to the transactions contemplated hereby by any Governmental Authority that would Purchaser's reasonable satisfaction. (ih) make the consummation Shareholders holding Common Stock representing more than five percent (5%) of the transaction contemplated hereby illegal or substantially delay Company's outstanding stock shall not have dissented from the consummation of any material aspect Merger and exercised their rights under Section 262 of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyDGCL.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser Purchaser's obligation to be performed on purchase the Closing Date Note and to pay the Purchase Price therefor pursuant to Section 1.1 shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions precedent, which conditions may be waived (but only in writing) by the Purchaser in whole or in part: (a) Seller (i) The representations and warranties of the Borrower and the Parent set forth in Article II shall have delivered been true and correct in all material respects when made and shall be true and correct in all material respects on and as of the Original Share Certificates.Closing Date as if such representations and warranties were made on such date and (ii) the Borrower and the Parent shall have performed in all material respects all of their respective obligations hereunder required to be performed by it at or prior to the Closing; (b) The representations Purchaser and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller Borrower shall have delivered to Purchaser a certificate dated the Closing Date received all consents and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed approvals from and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with made all agreements filings required by this Agreement to be performed obtained or complied with by them on or made prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, each case in form and substance reasonably satisfactory to the Purchaser, including without limitation, state securities laws, and all such consents, approvals and filings shall be in full force and effect.; (c) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions contemplated hereby and no proceeding challenging this Agreement, the Loan Documents, any other related agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any person other than the Purchaser before any court, arbitrator or governmental body, agency or official and be pending; (d) The Purchaser shall have received all documents it may reasonably request relating to the valid existence and incorporation of the Borrower and the valid existence of the Parent and the authority of the Borrower and the Parent for this Agreement, the Loan Documents, and all corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in form and substance to the Purchaser; (e) The Parent, iXL and the Borrower shall have executed each of the Loan Documents to which it is a party; and (f) No action The Restated Stockholders' Agreement shall have been taken or threatenedexecuted and delivered by iXL, and no law shall exist stockholders (other than iXL or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (iParent) make the consummation holding at least 51% of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect shares of the transaction contemplated hereby, Purchaser's common stock (assuming conversion of all preferred stock) held by all persons other than iXL or (ii) render Seller unable to consummate the transaction contemplated herebyParent.

Conditions Precedent to Purchaser’s Obligations. The respective obligations of Purchaser to be performed on the Closing Date shall be several Purchasers hereunder are subject to the satisfaction or waiver prior performance by the Company of its covenants and other obligations hereunder, to or at the Closing accuracy of the statements of the Company and each of its Subsidiaries and their respective officers made in any certificates delivered pursuant hereto and to each of the following additional terms and conditions: (a) Seller All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be reasonably satisfactory in all material respects to the Purchasers, and the Company and its Subsidiaries shall have delivered furnished to the Original Share CertificatesPurchasers all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller Xxxxxxx Xxxxxxxx Xxxxxx shall have delivered furnished to Purchaser a certificate the Purchasers their written opinion, as counsel for the Company, addressed to the Purchasers and dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or madeDate, in form and substance reasonably satisfactory to Purchaserthe Purchasers, substantially in the form set forth in Exhibit B hereto. The Purchasers shall have received such other opinions of counsel with regard to New York law and English law as they may request, in form and substance reasonably satisfactory to the Purchasers. (c) The representations and warranties of the Company contained herein and in each of the Transaction Documents (i) that are qualified by materiality shall be true and correct and (ii) that are not qualified by materiality shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, the Company and each of its Subsidiaries shall have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder on or prior to the Closing Date and subsequent to December 31, 2004 there shall have been no Material Adverse Effect, and the Company shall be have furnished to the Purchasers a certificate, dated the Closing Date, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company and in full force the form attached as Exhibit A hereto, stating that, to his/her best knowledge based on the investigation described therein, the foregoing is true and effectcorrect. (d) The Security Trust Agreement shall have been duly executed and delivered by the Company, the Guarantors, the Security Trustee, and the Purchasers, and, simultaneously with the payment of the purchase price, the Notes shall have been duly executed and delivered by the Company. (e) The Security Documents shall have been duly executed and delivered. (f) No action The Letter Agreement shall have been taken duly executed and delivered by the Company and each of the holders of the Existing Notes. (g) The Company shall have filed its Form 20-F with the Commission for the fiscal year ended December 31, 2004, which shall be in form and substance satisfactory to the Purchasers (including, without limitation, the Purchasers being fully satisfied with respect to the Financial Statements in their entirety). (h) No judgment, order, decree, statute, law, ordinance, rule or threatenedregulation, and no law shall exist or have been entered, enacted, promulgated promulgated, enforced or issued or deemed applicable to the transactions contemplated hereby by any court or other Governmental Authority that would (i) make of competent jurisdiction or other legal restraint or prohibition shall be in effect preventing the consummation of the transaction transactions contemplated hereby illegal by this Agreement. (i) No action, suit or substantially delay proceeding is pending against or, to the knowledge of the Company and its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries or any of the Purchasers before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance or exercise of any rights of the Notes or in any manner draw into question the validity or enforceability of any of the Transaction Documents or any action taken or to be taken pursuant thereto or, in the reasonable judgment of any Purchaser, makes it inadvisable for such Purchaser to proceed with the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction transactions contemplated hereby. (j) Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3.26 hereof shall have occurred or shall exist, the effect of which in the reasonable judgment of the Purchasers is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement. (k) All consents, waivers, approvals and authorizations required to be obtained from any Governmental Authority or any other Person to consummate all transactions contemplated by the Transaction Documents shall have been obtained, in each case in form and substance satisfactory to the Purchasers. (l) On or prior to the Closing Date, the Company and its Subsidiaries shall have furnished to the Purchasers such further customary certificates and documents as the Purchasers may reasonably request to evidence the accuracy of the representations and warranties or the satisfaction of the agreements and conditions contained herein. (m) The Company shall have appointed CT Corporation as its agent for service of process in accordance with Section 9.05(c) hereof. All agreements, opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Purchasers.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to purchase the Property from Seller and to perform the other covenants and obligations to be performed by it on the Closing Date shall be subject to the satisfaction following conditions (all or waiver prior to any of which may be waived, in whole or at the Closing of each of the following conditions:in part, by Purchaser): (a) The representations and warranties made by Seller in Paragraph 17.2 shall be true and correct on the date of this Agreement and shall be true and correct on and as of the Closing Date in all material respects with the same force and effect as if such representations had been made on and as of such date, and Seller shall have executed and delivered to Purchaser a certificate, dated as of the Original Share CertificatesClosing Date, to the foregoing effect. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered performed in all material respects all covenants and obligations required by this Agreement to Purchaser a certificate dated be performed by it on or before the Closing Date and signed by Seller’s authorized signatories to such effectDate. (c) Seller shall have duly executed and delivered be prepared on the Closing Date, to transfer the Property to Purchaser subject only to Permitted Exceptions and those Unpermitted Exceptions not objected to by Purchaser (or removed by Seller) under the Big Boy Representations Certificateprovisions of Paragraph 5 hereof. (d) Seller Purchaser shall have performed and complied with all agreements required received Tenant Certificates executed by the Tenants listed on Exhibit P attached hereto. This Agreement may be terminated by Purchaser if any one of the conditions precedent to Purchaser's obligations to close set forth in Paragraph 21 above is not satisfied on the Closing Date. If Purchaser terminates this Agreement to as aforesaid, all Earnest Money theretofore deposixxx xxxo escrow by Purchaser, together with any interest accrued thereon, shall be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory returned to Purchaser, and shall be in full force and effect. (f) No action neither party shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable any further liability to the transactions contemplated hereby by any Governmental Authority other, except for those covenants and obligations that would (i) make the consummation specifically survive termination of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebythis Agreement.

Conditions Precedent to Purchaser’s Obligations. The (a) Each and every obligation of Purchaser to be performed on any Closing Date (as hereinafter defined) shall be subject to the satisfaction prior to or at the Closing on such date of each of the following conditions: (i) Each of the representations and warranties made by TCW, Trust and each Selling Shareholder in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of such Closing Date as though such representations and warranties were made or given on and as of such Closing Date, except for any representation or warranty that expressly indicates that it is being made as of a specific date. (ii) Each of TCW, Trust and the Selling Shareholders shall have in all material respects performed and complied with all of its agreements and obligations under this Agreement which are to be performed or complied with by it prior to or on such Closing Date, including the delivery of the closing documents specified in Section 10. (iii) No injunction or restraining order shall have been issued by any court of competent jurisdiction that enjoins consummation of the transactions contemplated hereby. (b) Each and every obligation of Purchaser to be performed on the Second Closing Date shall be subject to the satisfaction or waiver prior to or at the Second Closing of each of the following conditions: (ai) Seller The Initial Closing shall have delivered been consummated in accordance with the Original Share Certificatesterms of this Agreement. (bii) The All applicable waiting periods shall have expired or early termination shall have been received under the HSR Act to consummate the Second Closing. (c) Each and every obligation of Purchaser under Section 12 shall be subject only to the satisfaction prior to the date on which such obligations mature of the following conditions: (i) Each of the representations and warranties set forth made by TCW, Trust and each Selling Shareholder in Section 3.1 hereof this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date last day of the Blackout Period as though such representations and Seller shall have delivered to Purchaser warranties were made or given on and as of such date, except for any representation or warranty that expressly indicates that it is being made as of a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effectspecific date. (cii) Seller Each of TCW, Trust and the Selling Shareholders shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have in all material respects performed and complied with all of its agreements required by and obligations under this Agreement which are to be performed or complied with by them on or it prior to the Closingor on such date. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The Seller and Seller Parent acknowledge that, as a condition precedent to Purchaser’s obligations of Purchaser to be performed hereunder, the conditions set forth below shall occur on or before the Closing Date Date, any of which conditions may be waived in writing by Purchaser in its sole discretion. If any condition set forth in this Section 9.1, other than the conditions set forth in Sections 9.1(a), 9.1(c), 9.1(d) and 9.1(j), is not fulfilled or waived in writing by Purchaser on or prior to the Closing Date, then such nonfulfillment or non-waiver shall be subject deemed a Termination Event and the provisions of Section 10.4 shall apply. If any condition set forth in Sections 9.1(a), 9.1(c), 9.1(d) and 9.1(j) is not fulfilled or waived in writing by Purchaser on or prior to the satisfaction or waiver Closing Date, then Purchaser may, at its option, and as its sole and exclusive remedy under this Agreement (provided Purchaser did not breach this Agreement and/or cause the non-fulfillment of any of the conditions set forth in such Section), terminate this Agreement by delivering written notice of such termination to Penn, Seller and Seller Parent prior to or at the Closing Date, and thereafter such parties shall be relieved of each of the following conditions:all obligations hereunder and shall have no further claim in connection with such termination. (a) Seller All Governmental Approvals shall have delivered been obtained by Purchaser, the Original Share CertificatesSeller Parties and/or Tenant, as applicable, in accordance with this Agreement and the final documentation to be entered into in connection therewith shall have been received by Purchaser. (b) The representations Purchaser shall have received certified copies of Seller’s Evidence of Authorization. (c) No injunction, judgment, order, decree, ruling or charge shall be in effect under any action, suit or proceeding before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator that (A) prevents consummation of any of the transactions contemplated by this Agreement or (B) would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, provided that Purchaser has not solicited or encouraged any such action, suit or proceeding. (d) Subject to Penn’s payment of all title insurance premiums and warranties expenses in accordance with the terms of this Agreement, the Title Company shall be irrevocably committed to issue upon Closing the Title Policy, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Encumbrances and the Lease, in an amount not less than the Purchase Price. (e) (i) As of the date of this Agreement and as of the Closing, each and every representation and warranty of Penn and each Seller Party set forth in Section 3.1 hereof this Agreement shall be true and correct except as would not constitute (individually or in the aggregate) a Material Adverse Effect and (ii) neither Penn nor any Seller Party shall not be in default under any of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by its obligations under this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, in any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectmaterial respect. (f) No action The Seller Parties shall have been taken executed and delivered, at or threatenedbefore Closing, all items to be executed and no law shall exist or have been enacted, promulgated or issued or deemed applicable delivered by the Seller Parties in accordance with Section 3.2. (g) All conditions precedent to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal Operator Merger shall have been fulfilled or waived in accordance with the terms of the Operator Merger Agreement and the Operator Merger shall have been consummated or shall be able to be consummated substantially delay simultaneously with the Closing hereunder. (h) Either (i) all conditions precedent to the consummation of any material aspect the transactions contemplated by the Operations Purchase Agreement shall have been fulfilled or waived in accordance therewith, and closing of such transactions shall have been consummated or shall be able to be consummated substantially simultaneously with the transaction contemplated hereby, Closing hereunder or (ii) render all conditions precedent to the consummation of an alternative transaction involving the acquisition of Seller unable as contemplated by Section 9(A) or Section 9(B) of the MLCRAA shall have been fulfilled or waived in accordance therewith, and the closing of such transaction shall have been consummated or shall be able to consummate be consummated substantially simultaneously with the transaction contemplated herebyClosing hereunder. (i) Each Seller Party shall have executed and delivered the Joinder to Purchaser.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Sellers at or prior to the Closing Date: (a) Seller Sellers shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Sellers contained in this Agreement; (b) The All representations and warranties of each Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to such Seller’s authorized signatories to such effect.knowledge and without modification (by update or otherwise, as provided in Section 5.1(h) hereof); and (c) Seller Tenant Estoppel Certificates from each of the Major Tenants shall have duly executed been delivered to Purchaser, with each such estoppel certificate (i) to be substantially in the form attached hereto as EXHIBIT “K” (or if the Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein); (ii) to be dated within thirty (30) days prior to the First Closing Date, (iii) to confirm the terms of the applicable Lease as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iv) to confirm the absence of any defaults under the applicable Lease as of the date thereof; provided however, that if the Closing of the purchase and sale of the Properties is adjourned or postponed beyond the First Closing Date set forth in Section 2.6 hereof for any reason permitted under this Agreement or as otherwise may be agreed to by Sellers and Purchaser and Sellers theretofore shall have obtained and delivered a Tenant Estoppel Certificate meeting the requirements of this Section 6.1(c) and dated within thirty (30) days of the First Closing Date, then this condition shall be deemed satisfied and Sellers shall be under no obligation to obtain an updated Tenant Estoppel Certificate to comply with clause (ii) hereinabove. The delivery of said Tenant Estoppel Certificates from the Major Tenants under the Leases shall be a condition of Closing, and the failure or inability of either Seller to obtain and deliver said Tenant Estoppel Certificates from any Major Tenant, such Seller having used its good faith efforts to obtain the same from such Major Tenant(s) under the Leases, shall not constitute a default by such Seller under this Agreement. In the event any condition in this Section 6.1 has not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by the right, in its sole discretion, to terminate this Agreement by written notice to be performed or complied with by them on or Sellers given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date be given without being limited to Seller's knowledge and signed without modification (by Seller’s authorized signatories to such effect.update or otherwise, as provided in Section 5.1(h) hereof); (c) Tenant Estoppel Certificates from each of the Major Tenants, with each such estoppel certificate (i) to be substantially in the form attached hereto as Exhibit “H” or in such form as may be attached to a Tenant's Lease, (ii) to confirm the terms of the applicable Lease as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iii) to confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates from any tenant, Seller having used its good faith efforts to obtain the same from such tenant(s) under the Leases, shall not constitute a default by Seller under this Agreement. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have duly executed and delivered the right to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditions:conditions on or before Closing or on or before such time specified in this Agreement (whichever is applicable), any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date (collectively, the “Purchaser’s Conditions Precedent”): (a) Seller No material adverse change in the condition of the Property has occurred since the Effective Date of this Agreement; provided, however, the foregoing condition shall have delivered not apply to general occurrences not related to the Original Share Certificatescondition of the Property, including, without limitation, economic or market shifts, pandemics, quarantines, riots, acts of terrorism or war, insurrections, acts of God, or labor disturbances). (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated all of the Closing Date and signed by Seller’s authorized signatories items required to such effectbe delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof. (c) Seller shall have duly executed performed, in all material respects, all covenants, agreements and delivered to Purchaser the Big Boy Representations Certificateundertakings of Seller contained in this Agreement. (d) All representations and warranties of Seller shall have performed and complied with all agreements required by as set forth in this Agreement to shall be performed or complied with by them on or prior to true and correct in all material respects as of the date of this Agreement and as of Closing. (e) All consentsAt least five (5) business days prior to the Closing, authorizations, orders Seller shall obtain and approvals of, filings or registrations with and deliver to Purchaser an executed Underlying Landlord Estoppel Certificate for the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, Underlying Lease from Underlying Landlord in the form which are required for or in connection complies with the execution and delivery by Seller of this Agreement and the consummation by Seller terms of the Share Purchase contemplated hereby shall have been obtained or made, in form Underlying Lease and substance which provides certifications reasonably satisfactory to Purchaser and Purchaser’s lender (if applicable), which at a minimum shall (i) be dated within thirty (30) days prior to the Closing Date, (ii) confirm the material terms of the Underlying Lease, as contained in the copy of the applicable Underlying Lease delivered to Purchaser hereunder, and shall be in full force (iii) confirm the absence of any defaults by Seller and effectUnderlying Landlord under the Underlying Lease as of the date thereof. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable At least five (5) business days prior to the transactions contemplated hereby by any Governmental Authority that would Closing, Seller shall obtain and deliver to Purchaser an executed Tenant Estoppel Certificate for the Lease from Tenant in the form which complies with the terms of the Lease and which provides certifications reasonably satisfactory to Purchaser and Purchaser’s lender (if applicable), which at a minimum shall (i) make be dated within thirty (30) days prior to the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated herebyClosing Date, or (ii) render confirm the material terms of the Lease, as contained in the copy of the Lease delivered to Purchaser hereunder, and (iii) confirm the absence of any defaults by Seller unable and Tenant under the Lease as of the date thereof. 18397467_6 (g) If applicable, at least five (5) business days prior to consummate the transaction contemplated herebyClosing, Seller shall obtain and deliver to Purchaser an original Underlying Landlord SNDA for the Underlying Lease executed by Underlying Landlord and Underlying Landlord’s lender. (h) The delivery by the Title Agent on the Closing Date of a “marked up” Title Commitment and pro forma policy, subject only to the Permitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) on or before the time period specified herein (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) Escrow Agent shall return the Xxxxxxx Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase and pay for the Shares to be performed on the delivered to it at any Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of each Closing Date: (aA) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Company contained in Section 3.1 hereof this Agreement shall be true and correct on and as of such Closing Date; (B) with respect to the Initial Closing Date only, concurrent with the Initial Closing, the Company and Seller the Purchasers shall have delivered to entered into the Second Amended and Restated Investors Agreement in the form attached hereto as Exhibit C; (C) each Purchaser a certificate shall have received from Holland & Hart XXX, counsel for the Company, an opinion in substantially the form attached hereto as Exhibit D, dated the Closing Date and signed by Seller’s authorized signatories date of each Closing; (D) any applicable waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, (the "HSR Act") with respect to such effect.Purchaser's acquisition of Shares in such Closing, shall have expired or otherwise been terminated; (cE) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration Certificate of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Incorporation shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect.filed with the Delaware Secretary of State; (fF) No action with respect to the Initial Closing only, the Company shall have been taken or threatenedprovided to Centennial Fund V, L.P. and no law Centennial Fund VI, L.P. a certification of the direct and indirect holdings of securities of the Company by certain persons designated by Centennial Fund V, L.P. and Centennial Fund VI, L.P.; (G) with respect to Telecom Partners III, L.P.'s obligation to purchase Shares in the Subsequent Closing, Telecom Partners III, L.P. shall exist or have been enacted, promulgated or issued or deemed applicable closed on at least US$200 million of funding by the Subsequent Closing Date; and (H) with respect to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation obligations of Centennial Fund VI, L.P., Centennial Entrepreneurs Fund VI, L.P. and Centennial Holdings I, LLC to purchase an aggregate of US$8.36 million of the transaction contemplated hereby illegal or substantially delay Shares they have committed to purchase in the consummation Subsequent Closing, Centennial Fund VI, L.P. shall have received the requisite approval of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebysuch investments by its limited partners.

Conditions Precedent to Purchaser’s Obligations. The All obligations of ----------------------------------------------- Purchaser to be performed on hereunder are subject, at the Closing Date shall be subject option of Purchaser, to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions at or prior to the Closing, and Seller shall exert its best efforts to cause each such condition to be fulfilled: (a) Seller shall have delivered the Original Share Certificates. (b) The 11.1 All representations and warranties set forth of Seller contained herein or in Section 3.1 hereof any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the date of the Closing, and shall then be true and correct in all material respects except for changes in the ordinary course of business after the date hereof in conformity with the covenants and agreements contained herein. 11.2 All covenants, agreements and obligations required by the terms of this Agreement to be performed by Seller at or before the Closing Date shall have been duly and properly performed in all material respects. 11.3 Since the date of this Agreement there shall not have occurred any material adverse change in the condition of the Real Property. 11.4 There shall be delivered to Purchaser certificates executed by the respective President and Secretary of Seller dated the date of the Closing, certifying that the conditions set forth in Sections 11.1, 11.2 and 11.3 have been fulfilled. 11.5 All documents required to be delivered to Purchaser at or prior to the Closing shall have been so delivered. 11.6 Seller shall have obtained valid and binding approval of this Agreement, and the transactions contemplated hereunder, by its shareholders. 11.7 Seller shall have obtained the written consents to the transfer or assignment to Purchaser of all material licenses, leases, mining claims, and other material contracts of Seller (other than immaterial purchase and sales orders in the ordinary course of business) where the consent of any other party to any such contract may, in the opinion of Purchaser's counsel, be required for such assignment or transfer. 11.8 Purchaser and Lucky Xxxx, a partially owned subsidiary of Seller, have entered into an Agreement for the Sale and Purchase of Assets similar to this Agreement, whereby Lucky Xxxx is selling substantially all of its assets to Purchaser ("Lucky Xxxx Agreement"). The parties to this Agreement and to the Lucky Xxxx Agreement intend that both transactions be closed simultaneously, and the closing of both this Agreement and the Lucky Xxxx Agreement are conditioned upon the simultaneous closing of the other. 11.9 There shall be delivered to Purchaser a certificate dated the Closing Date and signed executed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser 's corporate secretary certifying that Seller's Board of Directors has adopted the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior Plan of Reorganization in the form previously provided to the ClosingPurchaser by Seller. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditions:conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date (as to the conditions set forth in subsections (a) through (g) and subsections (i) and (j)) or the expiration of the Due Diligence Period (as to the condition set forth in subsection (h)): (a) Seller shall have delivered to Purchaser all of the Original Share Certificates.items required to be delivered to Purchaser pursuant to Section 6.1 hereof; (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed or complied with, in all material respects, each obligation and complied with all agreements covenant required by this Agreement to be performed or complied with by them Seller on or before the Closing; (c) All representations and warranties of Seller as set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of Closing; provided, that solely for purposes of this subparagraph (meaning solely to determine if the condition precedent to Purchaser’s obligations under this Agreement set forth in this subparagraph 7.1(c) shall have been satisfied and not with respect to whether Seller has breached any representation and warranty) such representations and warranties shall be deemed to be given without being limited to Seller’s knowledge and without modification (by update, or otherwise, as provided in Seller’s Certificate); (d) Tenant Estoppel Certificates from each of the Major Tenants plus such additional tenants which, together with the Major Tenants, lease 75% in the aggregate, of the leased floor area of the Improvements (the “Required Estoppels”) shall have been delivered to Purchaser, with each such Tenant Estoppel Certificate (i) to be substantially in the form attached hereto as Exhibit “J-1” (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein), (ii) to be dated within forty-five (45) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iv) to confirm the absence of any defaults under the applicable Lease as of the date thereof. Seller shall deliver to Purchaser a form of estoppel certificate for each of the Tenants, which shall be prepared by Seller on the form attached hereto as Exhibit “J-1”, with all blanks filled in by Seller in a manner consistent with the Leases. Within two (2) Business Days after its receipt of the proposed forms of tenant estoppel as prepared by Seller, Purchaser shall advise Seller of Purchaser’s comments, if any, with respect thereto, Seller shall incorporate Purchaser’s comments, to the extent such comments are consistent with the standards for preparing the estoppel in the preceding sentence, and thereafter Seller shall furnish the estoppel forms, including such revisions, to the tenants. Notwithstanding any provision herein to the contrary, in no event shall Seller be required to deliver an estoppel certificate from any licensee under any license agreement. The delivery of said Required Estoppels shall be a condition of Closing.; provided, however, in the event Seller is unable to deliver all the Required Estoppels at the Closing, Seller shall have the right (in its sole and absolute discretion, with no obligation) to deliver certificates executed by Seller in the form attached hereto as Exhibit “J-2” (the “Seller Estoppels”), which shall be dated as of the Closing Date and shall count towards the Required Estoppels; provided further that Seller shall not be entitled to deliver Seller Estoppels for the Major Tenants or for tenants occupying more than 10% of the leased floor area of the Improvements; and provided further that if at any time, on or after Closing, Purchaser receives a Tenant Estoppel Certificate (meeting requirements (i) through (iv) as set forth above) with respect to a Lease for which Seller previously delivered a Seller Estoppel (a “Replacement Estoppel”), the Replacement Estoppel shall supersede and replace the Seller Estoppel and Seller shall have no further liability under the applicable Seller Estoppel. Purchaser’s closing condition as set forth in this subsection 7.1(d) shall be deemed satisfied and irrevocably waived by Purchaser with respect to a Required Estoppel from a particular tenant if a Tenant Estoppel Certificate from such tenant has been delivered to Purchaser and Purchaser does not object in a written notice to Seller specifying Purchaser’s objections to the form of such Tenant Estoppel Certificate within five (5) Business Days after receipt thereof by Purchaser. The failure or inability of Seller to obtain and deliver said Required Estoppels, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement; (e) All consents, authorizations, orders and approvals of, filings or registrations with and a Ground Lessor Estoppel Certificate from the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Ground Lessor shall have been obtained or made, in form and substance reasonably satisfactory delivered to Purchaser, with such Ground Lessor Estoppel Certificate (i) to be substantially in the form attached hereto as Exhibit “K” , (ii) to be dated within forty-five (45) days prior to the Closing Date, (iii) to confirm the material terms of the Ground Lease, and (iv) to confirm the absence of any defaults under the Ground Lease as of the date thereof (the “Ground Lessor Estoppel Certificate”). The delivery of said Ground Lessor Estoppel Certificate shall be a condition of Closing. Purchaser’s closing condition as set forth in full force this subsection 7.1(e) shall be deemed satisfied and effect.irrevocably waived by Purchaser with respect to the Ground Lessor Estoppel Certificate when delivered to Purchaser and Purchaser does not object in a written notice to Seller specifying Purchaser’s objections to the form of such Ground Lessor Estoppel Certificate within five (5) Business Days after receipt thereof by Purchaser. The failure or inability of Seller to obtain and deliver said Ground Lessor Estoppel Certificate, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement; (f) No action Title to the Property shall be delivered to Purchaser in the manner required under Section 4.1 hereof and the Title Company is prepared, upon payment of the policy premium (including the premiums for endorsements), to issue to Purchaser upon the Closing the Title Policy; (g) The Closing under this Agreement shall be conditioned as set forth in Sections 7.3(c) and 7.3(e) hereof; (h) As a condition precedent to Purchaser’s obligation to close hereunder, not later than the expiration of the Due Diligence Period, the Board of Directors or Executive Committee of the Board of Directors of Cousins Properties Incorporated (an affiliate of Purchaser) shall have approved the transactions contemplated herein (“Purchaser Board Approval”). In the event Purchaser notifies Seller in writing by the expiration of the Due Diligence Period that Purchaser Board Approval has not been obtained, this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement except (i) those that expressly survive a termination of this Agreement as provided herein, and (ii) Seller shall return and/or cause to be returned to Purchaser the Exxxxxx Money, in which event neither Seller nor Purchaser shall have any further obligation to the other, and this Agreement shall terminate and be of no further force or effect except as to those provisions that expressly survive termination; (i) Either Cousins or its affiliate shall have acquired the interests of Hxxxx Peachtree Associates I Limited Partnership (“Hxxxx”) and Peachtree Palace Hotel, Ltd. (“PPH”) in C-H Associates or C-H Associates shall have redeemed such interests on terms and conditions acceptable to Cousins, and Hxxxx and PPH shall have received releases from C-H Associates, the other partners in C-H Associates, the Partnership and Seller; and (j) At Purchaser’s election, C-H Associates shall have been taken permitted to make a capital contribution to the Partnership immediately prior to or threatenedcontemporaneously with the Closing in such amount as Purchaser or C-H Associates may determine, the funding of which will not affect the Purchase Price and none of the proceeds of which will be distributed to Seller, and no law in any case, Section 6.02 (j) of the Partnership Agreement shall exist or have been enacted, promulgated or issued or deemed not be applicable to the transactions contemplated hereby by this Agreement. In the event any Governmental Authority that would of the conditions in this Section 7.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) make Escrow Agent shall return the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or Exxxxxx Money to Purchaser; and (ii) render Seller unable to consummate except for those provisions of this Agreement which by their express terms survive the transaction contemplated herebytermination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on hereunder are subject, at the Closing Date shall be subject option of Purchaser, to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions on or prior to the Closing Date, and Seller shall exert its best efforts to cause each such condition to be so fulfilled: (a) Seller shall have delivered the Original Share Certificates. (b) The 7.1.1 All representations and warranties set forth of Seller contained herein or in Section 3.1 hereof any document delivered pursuant hereto shall be true and correct in all material respects when made, and shall be deemed to have been made again on and as of the Closing Date Date, provided, however, that if all costs, expenses, damages, liabilities, losses or deficiencies suffered by Seller (calculated in accordance with Article 9 hereof) as a result of any such representations and Seller warranties not being true and correct (the "Preclosing Violations"): (a) are less than $500,000, then the Purchaser shall have delivered be obligated to close the transactions contemplated herein and the $500,000 deductible in Section 9.1 shall be reduced by the amount of the Preclosing Violations; or (b) equal or exceed $500,000, then the Purchaser a certificate dated shall be obligated to close the Closing Date transactions contemplated herein, the $500,000 deductible in Section 9.1 shall be reduced to zero and signed the Purchase Price shall be reduced by Seller’s authorized signatories to such effectthe amount by which the Preclosing Violations exceed $500,000. (c) Seller shall have duly executed 7.1.2 All covenants, agreements and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements obligations required by the terms of this Agreement to be performed by Seller on or complied with before the Closing Date shall have been duly and properly performed in all material respects. 7.1.3 Since the date of this Agreement, there shall not have occurred any material adverse change in the condition (financial or otherwise) of the Binks Business taken as a whole. 7.1.4 There shall be delivered to Purchaser a certificate, executed by them the President and Secretary of Seller dated the date of the Closing Date, certifying that the conditions set forth in Sections 7.1.1, 7.1.2 and 7.1.3 hereof have been fulfilled. 7.1.5 All documents required to be delivered to Purchaser on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Closing Date shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectso delivered. (f) No action 7.1.6 The applicable waiting period under the HSR Act and under any applicable foreign governmental regulations shall have expired or been terminated. 7.1.7 The Seller shall have obtained a fairness opinion from Xxxxxxx Xxxxx; 7.1.8 The requisite consents, if any, for the transfer of the Stock to Purchaser shall have been taken obtained; 7.1.9 Seller shall have obtained written consents to the transfer or threatenedassignment to Purchaser of all material consignment agreements, material licenses, material leases and no law other material contracts of Seller related to the Binks Business (other than immaterial purchase and sales orders in the ordinary course of business) where the consent of any other party to any such contract may be required for such assignment or transfer; 7.1.10 No order of any court or governmental authority shall exist or have been enactedentered that enjoins, promulgated restrains or issued prohibits this Agreement or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction transactions contemplated hereby illegal by this Agreement. No governmental action shall be pending or substantially delay threatened that seeks to enjoin, restrain, prohibit or obtain damages with respect to this Agreement or the complete consummation of the transactions contemplated by this Agreement. No governmental investigation shall be pending or threatened that might result in any material aspect of such order, suit, action or proceeding; and 7.1.11 Seller shall have executed and delivered the transaction contemplated herebyCovenant Not to Compete, or (ii) render Seller unable to consummate the transaction contemplated herebyTransitional Services Agreement, the Supply Agreement, the Trademark License Agreement, the Cross-License Agreement and the Sublease referenced in this Agreement.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on hereunder are subject, at the Closing Date shall be subject option of Purchaser, to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions at or prior to the Closing, and each of the Sellers shall exert their respective best efforts to cause each such condition to be so fulfilled: (a) Seller All representations and warranties of Sellers contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have delivered been made again at and as of the Original Share Certificatesdate of the Closing, and shall then be true and correct in all material respects, except for changes in the ordinary course of business after the date hereof in conformity with the covenants and agreements contained herein. (b) The representations All covenants, agreements and warranties set forth in Section 3.1 hereof shall obligations required by the terms of this Agreement to be true and correct as of performed by Sellers at or before the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date been duly and signed by Seller’s authorized signatories to such effectproperly performed in all material respects. (c) Seller Since the date of this Agreement there shall not have duly executed and delivered to Purchaser occurred any material adverse change in the Big Boy Representations Certificatecondition (financial or otherwise), business, properties, assets or prospects of any of Apex Re. (d) There shall be delivered to Purchaser certificates executed by the President and Secretary of Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to dated the date of the Closing, certifying that the conditions set forth in paragraphs (a), (b) and (c) of this Section 10 have been fulfilled. (e) Purchaser shall have completed its due diligence with respect to the Seller and shall not have terminated this Agreement in accordance with Section 12(b)(v) hereof. (f) All documents required to be delivered to Purchaser at or prior to the Closing shall have been so delivered. (g) All consents, approvals, authorizations, orders and approvals waivers of, filings or and all declarations, filings, and registrations with and the expiration of all waiting periods imposed bywith, any third Person, parties (including any Governmental Authority, which are ) required to be obtained by or on the part of the Parties hereto or otherwise necessary for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase transactions contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and all thereof shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed effect at the time of Closing. All applicable waiting periods to consummation of the transactions contemplated hereby as required by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebylaw shall have expired.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditions:conditions on or before Closing or on or before such time specified in this Agreement (whichever is applicable), any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date (collectively, the “Conditions Precedent”): (a) Seller shall have delivered completed all of Improvements consistent with the Original Share Certificatesterms and conditions of the Lease and Tenant has accepted possession of the Improvements as evidenced in writing by Tenant. (b) The representations and warranties set forth Rent Commencement Date has occurred as evidenced in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed writing by Seller’s authorized signatories to such effectTenant. (c) Seller shall have duly executed and delivered to Purchaser all of the Big Boy Representations Certificateitems required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof. (d) Seller shall have performed performed, in all material respects, all covenants, agreements and complied with all agreements required by undertakings of Seller contained in this Agreement to be performed or complied with by them on or prior to the ClosingAgreement. (e) All consents, authorizations, orders representations and approvals of, filings or registrations with warranties of Seller as set forth in this Agreement shall be true and correct in all material respects as of the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller date of this Agreement and the consummation by Seller as of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectClosing. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable At least five (5) business days prior to the transactions contemplated hereby by any Governmental Authority that would Closing, Seller shall obtain and deliver to Purchaser an original executed Tenant Estoppel Certificate from Tenant in the form attached hereto to as Schedule 6 or which otherwise provides certifications reasonably satisfactory to Purchaser and its lender, which at a minimum shall (i) make be dated within thirty-five (35) days prior to the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated herebyClosing Date, or (ii) render confirm the material terms of the applicable Lease, as contained in the copy of the Lease delivered to Purchaser hereunder, and (iii) confirm the absence of any defaults by Seller unable and Tenant under the Lease as of the date thereof. (g) The delivery by the Title Company of a “marked up” Title Commitment, subject only to consummate the transaction contemplated herebyPermitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions. (h) On or before the Closing Date, Seller shall obtain and deliver to Purchaser an original executed SNDA from Tenant in favor of Purchaser’s lender in form required by the Lease. (i) At least five (5) days prior to the Closing, Seller shall obtain and deliver to Purchaser the original executed Association Estoppel Certificate in favor of Purchaser, the Title Company and lender in accordance with Section 4.2(l) above. In addition, the Association Estoppel Certificate shall be dated within thirty (30) days prior to the Closing Date. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) on or before the time period specified herein (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) Escrow Agent shall return the Exxxxxx Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on hereunder are subject, at the Closing Date shall be subject option of Purchaser, to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions at or prior to the Closing, and Seller shall exert its best efforts to cause each such condition to be so fulfilled: (a) Seller shall have delivered the Original Share Certificates. (b) The 8.1. All representations and warranties set forth of the Seller contained herein or in Section 3.1 hereof any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the date of the Closing, and shall then be true and correct in all material respects except for changes (i) in the ordinary course of business after the date hereof in conformity with the covenants and agreements contained herein and (ii) which would not be required to be disclosed in any schedule hereto upon the making of such representations and warranties at and as of the date of the Closing hereunder. 8.2. Since the date of this Agreement, no event shall have occurred (or be occurring) or condition shall exist (or be existing) that has had (or continues to have) a Material Adverse Effect on any of the York Sale Entities. 8.3. No event of default shall have occurred and be continuing in connection with any document, instrument, or agreement set forth in Schedule 4.14 pursuant to the provisions of Sections 4.14.5 and 4.14.6. 8.4. All covenants, agreements and obligations required by the terms of this Agreement to be performed by the York Sale Entities at or before the Closing shall have been duly and properly performed in all material respects. 8.5. The Consent and the Attorney General Letter, together with any and all other consents or approvals required to be delivered hereunder to consummate the transactions contemplated hereby, shall have been duly executed and delivered. 8.6. The Purchaser shall have received evidence satisfactory to it, in its sole discretion, that all liens and encumbrances on the shares, quotas, business, assets, property, and equipment of the York Sale Entities have been released. 8.7. There shall be delivered to Purchaser the Officer's Certificate executed by the Seller, dated the date of the Closing, certifying that the conditions set forth in Sections 8.1, 8.2, 8.3, 8.4, 8.6, 8.8, and 8.16 have been fulfilled. 8.8. No provision of any applicable law and no judgment, injunction, order or decree shall prohibit, limit or otherwise restrict the consummation of the transactions contemplated hereby. 8.9. All transactions between (i) any of the York Sale Entities and (ii) the Seller or any affiliates of the York Sale Entities or the Seller other than the Company, YHB, or InnCOGEN shall, at Purchaser's sole option, have been terminated without any further liability to Purchaser or the York Sale Entities, effective as of the Closing Date. 8.10. The Schedules required to be updated as of the Closing Date and Seller pursuant to the terms herein shall have been determined to be acceptable by Purchaser, in its sole discretion. 8.11. All documents or other papers required to be delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on at or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Closing shall have been obtained or madeso delivered. 8.12. Purchaser shall have received legal opinions dated as of the Closing Date, in form and substance reasonably acceptable to Purchaser from the following persons: (a) the Seller's counsel; (b) Purchaser's Barbadian counsel; and (c) Purchaser's Trinidadian counsel. 8.13. Purchaser shall have received evidence or assurances reasonably satisfactory to Purchaserit that InnCOGEN shall be permitted to carry its net operating loss over until the post-Trinidadian tax holiday period. 8.14. Purchaser shall have (a) received a final, non-appealable determination of exempt wholesale generator status regarding InnCOGEN from the Federal Energy Regulatory Commission or (b) filed a notification of Foreign Utility Company status with the Securities and Exchange Commission. 8.15. Purchaser shall have received satisfactory evidence that the York Sale Entities have no obligations to (a) Design Build Professionals and no liability arising out of any relationship between either York or Seller and Design Build Professionals, and shall (b) Duke/Fluor Daniel International Services and no liability arising out of any relxxxxxxhip between either York or Seller and Duke/Fluor Daniel International Services, (c) York Guarantor or any other York Exxxxx for any managerial and/or administrative services provided to any of the York Sale Entities, (d) the GOTT or any agency or instrumentality thereof for any payments to be in full force and effect. xxxxssed on InnCOGEN under the new RIC law for calendar year 2001, (e) the GOTT or any agency or instrumentality thereof for any payments under xxx new Trinidad Greenfund law for calendar year 2001, (f) No action any contractor or any other Person in connection with the ongoing expansion of InnCOGEN's administrative offices and the construction of maintenance sheds at the InnCOGEN facility, (g) to any contractor or any other Person in connection with any payment for repairs to transition pieces from Unit 1 or charges for consumable parts from General Electric ("GE") and any other similar payments or charges in connection with or arising from the turbine combustion inspection of Unit 2, (h) any contractor or any other Person in connection with any payment of any invoice associated with any activity in connection with Unit 3 through the Closing Date, and (i) any payments to be made or costs associated with the employee claim against InnCOGEN identified in Schedule 4.11. 8.16. Seller shall have been taken or threatenedexecuted and delivered an original counterpart to the Escrow Agreement. 8.17. Seller shall have performed the overhaul and maintenance activities on InnCOGEN's Units 1, 2, and no law 3 as specified on Schedule 4.10 or sufficient funds shall exist or remain in InnCOGEN's accounts to perform such overhaul and maintenance activities. 8.18. Purchaser shall have been enacted, promulgated or issued or deemed applicable received all necessary corporate approvals to consummate the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed on the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditions: (a) Seller Sellers shall have delivered the Original Share Certificates. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller Sellers shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s Sellers’ authorized signatories to such effect. (c) Seller Sellers shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller Sellers shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them it on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller Sellers of this Agreement and the consummation by Seller Sellers of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The Purchaser's ----------------------------------------------- obligations of Purchaser to be performed on the Closing Date shall be subject to under this Agreement are conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the Closing Date: (a) Seller shall have delivered the Original Share Certificates. (b) The Seller's representations and warranties set forth in Section 3.1 hereof this Agreement shall continue to be materially true and accurate. (b) Seller shall have delivered all of the documents required under this Agreement and performed all of its obligations under this Agreement. (c) There shall be true no liens or judgments, and correct no material and unpaid charges, debts, liabilities, claims or obligations, which burden the Property, other than the Permitted Exceptions. (d) The Property shall on the Closing Date be in the same condition as on the last day of the Inspection Period except as attributable to ordinary wear and tear and depletion of Consumables and Expendables in the ordinary course of business provided, however, that Consumables and Expendables shall also be replaced in the ordinary course of business. (e) There shall have been no material adverse change in the condition or operations of the Hotel from the last day of the Inspection Period through the date of Closing. (f) Purchaser and its designated hotel operator shall have obtained such liquor, gaming and other licenses, permits, certificates, authorizations and approvals necessary or appropriate to the ownership, occupancy or operation of any part of the Hotel, including, without limitation, those necessary for the sale and on-premises consumption of liquor and other alcoholic beverages and the operation of the casino located in the Hotel (collectively, the "Non- Transferable Licenses"), to the extent the same are not being transferred to Purchaser pursuant to this Agreement. Seller shall cooperate with Purchaser in attempting to obtain such Non-Transferable Licenses. If Purchaser is unable to obtain all such Non-Transferable Licenses prior to the Closing Date, Purchaser's only remedy shall be to adjourn the Closing Date for a period of up to sixty (60) days in order to attempt to obtain such Non-Transferable Licenses, which right shall be exercised by giving written notice to Seller not more than five (5) business days prior to the originally scheduled Closing Date. If any of the foregoing conditions have not been satisfied as of the Closing Date and (with the exception of the condition set forth in clause (f) above), then Purchaser shall be entitled to terminate this Agreement by giving Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories written notice to such effect. (c) Seller , whereupon Escrow Agent shall have duly executed and delivered return the Xxxxxxx Money to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for parties shall thereafter have no further rights or in connection with the execution and delivery by Seller of liabilities under this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectAgreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The Purchaser’s obligations of Purchaser to be performed on the Closing Date shall be subject to under this Agreement are conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the Closing Date: (a) Seller Purchaser shall not have delivered the Original Share Certificatesterminated this Agreement. (b) The Seller’s representations and warranties set forth in Section 3.1 hereof this Agreement shall continue to be true and correct accurate in all material respects as of the Closing Date subject to (i) Seller’s right to cure the same prior to the Closing as set forth in Section 4.06(a) above, (ii) any changes permitted pursuant to this Agreement, and Seller shall have delivered (iii) such changes in such representations and warranties as are actually known to Purchaser a certificate dated as of the Closing Date and signed by Seller’s authorized signatories to such effectdate hereof. (c) Seller shall have duly executed delivered all of the documents required under this Agreement and delivered to Purchaser the Big Boy Representations Certificateperformed in all material respects all of its covenants and obligations under this Agreement. (d) Seller The Title Company shall have performed and complied be prepared, upon or simultaneously with compliance by Purchaser of all agreements required by this Agreement requirements of Purchaser set forth in the Title Report, to be performed or complied with by them on or prior issue to Purchaser an owner’s policy of title insurance in the Closingamount of the Purchase Price meeting the requirements of Section 3.03. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration Purchaser shall have received approval by Franchisor of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller an assignment of the Share Purchase contemplated hereby Franchise Agreement or shall have been obtained received a new license or madefranchise agreement from Franchisor or an Other Franchisor, in form and substance reasonably satisfactory to Purchaser, and shall be Purchaser in full force and effectits sole discretion. (f) No action Between the Effective Date and the Closing Date, there shall not have been taken any material adverse change in the condition (financial or threatened, and no law shall exist otherwise) or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation results of operations of the transaction contemplated hereby illegal Hotel, the Property or substantially delay the consummation Purchased Assets. The conditions precedent set forth in this Section 4.09 are solely for the benefit of Purchaser and may be waived only by Purchaser, which waiver may be granted or withheld by Purchaser in its sole discretion. Without limiting and without prejudice to any material aspect of Purchaser’s other rights or remedies under this Agreement in the event any such failure of condition is the result of or arises out of Seller’s default under this Agreement, if any condition precedent to Purchaser’s obligations under this Agreement has not been satisfied as of the transaction contemplated herebyClosing Date or waived by Purchaser, or (ii) render then Purchaser shall be entitled in its sole discretion to terminate this Agreement by giving Seller unable and Escrow Agent written notice to consummate such effect, whereupon Escrow Agent shall return the transaction contemplated herebyExxxxxx Money to Purchaser.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on the Closing Date shall be under this Agreement are subject to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditions: (a) Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties of Seller shall have delivered the Original Share Certificatesand Shareholder contained in this Agreement. (b) The Seller's and Shareholder's representations and warranties set forth contained in Section 3.1 hereof this Agreement shall be true at the time of Closing and correct as of the Closing Date all obligations and agreements required by this Agreement to be performed by Seller or Shareholder shall have been performed, and Seller and Shareholder shall have delivered to Purchaser a an appropriate certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller Purchaser or Purchaser's Designee, as appropriate, shall have duly executed and delivered obtained any licenses or permits required to Purchaser operate the Big Boy Representations Certificatebusiness at the Locations. (d) Seller shall have performed and complied with all agreements required by From the date of this Agreement to be performed the Closing Date, no material adverse change shall have occurred in Seller's business at the Locations, properties, prospects or complied with by them on or prior financial results, including any damage to the ClosingAssets, except as disclosed herein. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller None of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and parties hereto shall be in full force and effecta party to or have received notice of any suit to enjoin or restrain any or all of the transactions contemplated herein or to nullify or render ineffective all or any part of such transactions if accomplished. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make All consents required for the consummation of the transaction contemplated hereby illegal sale provided for herein shall have been obtained. (g) Purchaser shall have completed its financial, legal and business review of the Assets and the business at the Locations, and be satisfied in its sole discretion with the results thereof. (h) Purchaser shall have received the estoppel certificate and acknowledgments referred to in Sections 12(c) and 12(d), and shall have obtained a letter of commitment from Jurong Town Corporation for a lease for the Singapore Location. (i) Purchaser shall have received an opinion of Seller's counsel in form and content satisfactory to Purchaser with respect to those matters set out on Exhibit 12(j). (j) The persons listed on Exhibit 12(k) shall have accepted employment with Purchaser after Closing, and Purchaser shall have obtained necessary work passes and permits for at least 50% of the foreign workers to be hired by Purchaser at the Singapore Location. (k) Purchaser's counsel shall have approved the form and substance of all bills of sale, assignments and other instruments of conveyance. If Purchaser proceeds with Closing, Purchaser shall be deemed satisfied that all conditions to its Closing shall have been met or substantially delay the consummation shall have waived such conditions, provided however, that Closing shall not constitute a waiver of any material aspect of the transaction contemplated hereby, breached representation or (ii) render Seller unable to consummate the transaction contemplated herebywarranty.

Conditions Precedent to Purchaser’s Obligations. The Purchaser’s obligations of Purchaser to be performed on the Closing Date shall be subject to under this Agreement are conditioned upon the satisfaction or waiver prior to or at of the Closing following conditions in respect of each of the following conditionsHotels: (a) Seller shall have delivered the Original Share Certificates. (b) The Each Seller’s representations and warranties set forth in Section 3.1 hereof this Agreement shall be true and correct accurate as of the date of the execution of this Agreement and continue to be true and accurate in all material respects as of the Closing Date as if made on the Closing Date. (b) Each Seller shall have duly complied with or performed all of its covenants and obligations under this Agreement in all material respects, including, without limitation, the delivery of the documents set forth in Section 7.4(a). (c) No material legal or regulatory action or proceeding shall be pending or threatened by any Person before any court or Governmental Authority to obtain damages in respect of this Agreement or to restrain or prohibit the completion of the transactions contemplated by this Agreement or the right of any Person to carry on one or more of the Businesses. (d) Subject to the provisions of Article 8 (Condemnation), the Property shall on the Closing Date be in the same condition as on the Effective Date except as attributable to ordinary wear and tear and depletion and replenishment of Consumables and Inventory in the Ordinary Course of Business. (e) There shall have been no Force Majeure Event between the date of this Agreement and the Closing Date (inclusive), the effects of which are subsisting as of the Closing Date and Seller shall have delivered which, singly or together with any other Force Majeure Event, makes it impracticable to Purchaser a certificate dated proceed with the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required transactions contemplated by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectAgreement. (f) No action The transfer of the Sellers’ ownership interest in Dallas LP, as the borrower under the DFW Loan, to Purchaser or an Affiliate of Purchaser shall have been taken approved by the applicable loan servicers. (g) On or threatenedprior to Closing, and no law the Title Company shall exist irrevocably commit to issue the Title Policies in respect of each of the parcels of Real Property comprising the Property pursuant to marked Title Commitments or have been enactedpro forma policies effective as of the Closing Date in the amount of the Purchase Price in each case, promulgated or issued or deemed applicable subject only to the transactions contemplated hereby by any Governmental Authority that would Permitted Encumbrances. (h) Purchaser shall have entered into the New Franchise Agreements for each of the Hotels on or before the Closing Date on such terms as are satisfactory to Purchaser. (i) make Sellers shall have terminated, or caused to be terminated, the consummation hotel management agreements between the Management Company and the Sunstone Entities, and any payments due and payable to the Management Company shall have been paid in full prior to Closing or shall be paid with Sellers’ proceeds at Closing. (j) Any approvals required in connection with the issuance of the transaction contemplated hereby illegal or substantially delay Equity Consideration shall have been received. (k) To the consummation knowledge of any material aspect each of Sellers and Purchaser there shall be no impediment to the simultaneous completion at Closing of all of the transaction purchase transactions contemplated herebyby this Agreement. The foregoing conditions are for the benefit of Purchaser only and accordingly Purchaser shall be entitled to waive compliance with any such conditions if it sees fit to do so, in its sole discretion. The duties and obligations of Purchaser to proceed to Closing under the terms of this Agreement are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.6, each of which shall be deemed material to this Agreement. If any of the foregoing conditions have not been satisfied or waived as of the Closing Date for reasons other than a Purchaser default, then Purchaser, subject to any applicable notice and cure periods as provided in other provisions of this Agreement (including, without limitation, Section 6.2), shall be entitled to terminate this Agreement by giving Sellers written notice to such effect, whereupon Escrow Agent shall disburse the Xxxxxxx Money as set forth in Section 2.3, and the parties shall thereafter have no further rights or Liabilities under this Agreement, except that (i) each party shall pay 50% of the expenses of escrow unless the termination is solely due to any Seller’s failure to perform its obligations hereunder in which event Sellers shall pay the expenses of escrow, and (ii) render Seller unable each party shall continue to consummate be obligated under the transaction contemplated herebyindemnity and other provisions in the Agreement that survive termination, including, without limitation, those set forth in Section 1.3 (Inspection Period), Article 6 (Remedies), Section 7.6 (Commissions), Article 9 (Indemnification) and Section 10.10 (Confidentiality).

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on perform in accordance with this Agreement and to consummate the Closing Date shall be transactions herein contemplated is subject to the satisfaction of the following conditions at or waiver before the Closing: (a) The Seller shall have complied with and performed all of the representations, warranties, agreements and covenants hereunder required to be performed by it prior to or at the Closing of each of the following conditions: (a) Seller shall have delivered the Original Share Certificates.Closing; (b) The representations and warranties set forth in Section 3.1 hereof There shall be true and correct as no pending or threatened legal action which, if successful, would prohibit consummation or require substantial rescission of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed transactions contemplated by Seller’s authorized signatories to such effect.this Agreement; (c) The business, aggregate properties and operations of Seller shall not have duly executed been materially adversely affected as a result of any fire, accident or other casualty or any labor disturbance or act of God or the public enemy, and delivered there shall otherwise have been no material adverse change to Purchaser the Big Boy Representations Certificate.business, aggregate properties, or operations of the Seller since March 31, 1996; (d) Seller shall have performed delivered to Purchaser, at or before the Closing, the following documents, all of which shall be in form and complied with all agreements substance reasonably acceptable to the Purchaser and its counsel: (i) The instruments of transfer and powers of attorney required by Sections 2.5 and 2.6; (ii) Releases (or copies thereof) of all liens, claims, charges, encumbrances, security interests and restrictions on the Purchased Assets necessary to provide Purchaser with good, marketable and indefeasible title to each of the Purchased Assets at the Closing; (iii) Certified copies of the corporate actions taken by the Board of Directors and Shareholder of Seller, authorizing the execution, delivery and performance of this Agreement to be performed or complied with by them on or Agreement; (iv) Certificate of Existence for Seller from the Secretary of State of North Carolina dated no earlier than fifteen (15) days prior to Closing; (v) Opinion letter of Xxxxxxx, Xxxxxx & Xxxxx, LLP, counsel for Seller, addressed to Purchaser and dated the ClosingClosing Date, containing the opinion set forth on Exhibit "J". (vi) Seller shall have entered into the Lease Agreement set forth in Exhibit "H." (vii) Seller shall have entered into the Subordination Agreement in the form attached hereto as Exhibit "E". (viii) Seller and the Shareholder shall have entered into the non-competition agreements set forth in Exhibits "B" and "B-1". (ix) Certain employees and former shareholders of Seller shall have entered into the non-competition agreements set forth in Exhibits "B-2", "B-3", "B-4", "B-5", "B-6" and "B-7". (x) The express conditions set forth in Section 13 have been satisfied or waived. (e) All consents, authorizations, orders Seller will adopt and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection file with the execution Secretary of State of North Carolina an amendment to the Articles of Incorporation of Seller changing the name of Seller to a name substantially dissimilar to Communications Technology, Inc., d/b/a DILAN and delivery by Seller shall execute a Consent for Use of this Agreement and Similar Name form, as set forth on Exhibit "K", granting to Purchaser the consummation by Seller use of the Share Purchase contemplated hereby shall have been obtained or madename "Communications Technology, in form and substance reasonably satisfactory Inc., d/b/a DILAN". Shareholder will cause DILAN, Inc. to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable file with the Secretary of State of North Carolina an amendment to the transactions contemplated hereby by any Governmental Authority that would (i) make Articles of Incorporation of DILAN, Inc. changing the consummation name of DILAN, Inc. to a name substantially dissimilar to DILAN, Inc. and Shareholder shall cause DILAN, Inc. to execute a Consent for Use of Similar Name for, as set forth on Exhibit "L" granting Purchaser the use of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyname DILAN.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser Assignee to accept the Assignment, to acquire the Premises and to perform the other covenants and obligations to be performed by Assignee on the Closing Date date shall be subject to the satisfaction following conditions (all or waiver prior to any of which may be waived, in whole or at the Closing of each of the following conditions:in part, by Assignee): (a) The representations and warranties made by Seller in the Sales Agreement and Contract Vendee in this Assignment Agreement shall have delivered be true and correct in all respects with the Original Share Certificatessame force and effect as though such representations and warranties had been made on and as of the Closing, except that for purposes of this paragraph (a), the representations and warranties of Contract Vendee shall be without regard to any knowledge standard of Contract Vendee. (b) The representations Seller and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller Contract Vendee, respectively, shall have performed all covenants and obligations undertaken by Seller in Section 10 of the Sales Agreement and Contract Vendee in Section 5 of this Assignment Agreement in all respects and complied with all agreements conditions required by the Sales Agreement and this Assignment Agreement to be performed or complied with by them it on or prior to before the Closing. (ec) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery The satisfaction by Seller of this its obligations as set forth in Section 8.D., 9.B.4., 9.B.5., 10.D., 10.E. and 10.G. of the Sales Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and which shall be in full force and effectsubject to Assignee's approval, which approval shall not be unreasonably withheld or delayed. (fd) No action The Title Company is prepared to issue to Assignee a Title Policy meeting the requirements set forth in Section 6. of the Sales Agreement subject only to the payment of the premium therefor by Assignee. (e) Seller and Contract Vendee, respectively, shall have been taken or threatened, delivered to Assignee all of the documents enumerated in Section 10.A. and no law shall exist or have been enacted, promulgated or issued or deemed applicable 10.B. of the Sales Agreement and Section 7 of this Assignment Agreement subject only to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation payment of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebypremium therefore by Assignee.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser Purchaser’s obligation to be performed on close the Closing Date shall be subject to transactions set forth in this Agreement are conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the Closing: (a) Seller Purchaser shall not have delivered the Original Share Certificatesterminated this Agreement pursuant to Section 5.05 or any other applicable provision of this Agreement. (b) The Seller’s representations and warranties set forth in Section 3.1 hereof this Agreement shall continue to be true and accurate in all material respects (provided, furthermore, and notwithstanding any provision of this Agreement to the contrary, it shall be a condition precedent to Purchaser’s obligation to close the transactions set forth in this Agreement that each representation and warranty of Seller which is limited to or by Seller’s knowledge be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effectif it were not so limited). (c) Seller shall have duly executed delivered all of the documents required under this Agreement and delivered to Purchaser the Big Boy Representations Certificateperformed all of its obligations under this Agreement in all material respects. (d) There shall be no unpaid charges, judgments, debts, liabilities, claims, liens or obligations which burden the Property other than the Permitted Exceptions other than such items as Seller shall have performed and complied with all agreements required by this Agreement cause to be performed cured or complied with by them on or prior to the removed at Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and The Property shall on the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or Closing Date be in connection with the execution and delivery by Seller of this Agreement and same condition as on the consummation by Seller last day of the Share Purchase contemplated hereby shall have been obtained or made, in form Inspection Period except as attributable to ordinary wear and substance reasonably satisfactory to Purchaser, and shall be in full force and effecttear. (f) No action There shall have been taken no material adverse change in the condition or threatenedoperations of the Hotel from the last day of the Inspection Period through the date of Closing (which change may include, and no law but shall exist not be limited to, the existence of violation of any Laws or the revocation or suspension of any Permit or the right to operate the Hotel or any of its facilities). (g) Purchaser shall as of the Closing have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would either (i) make obtained Hilton’s consent to the consummation of assumption by Purchaser of, and assumed, the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated herebyExisting Franchise Agreement, or (ii) render entered into a franchise or license agreement with Hilton with respect to the Hotel, in either case on terms satisfactory to Purchaser in Purchaser’s sole and absolute discretion. In no event shall Purchaser be required to assume or have any liability or obligation under the Existing Franchise Agreement for (x) any franchise or other fees under the Existing Franchise Agreement accrued and unpaid with respect to all periods on or prior to the Closing Date or (y) with respect to any monetary or other default under the Existing Franchise Agreement. (h) Purchaser shall have obtained the transfer or the issuance of the Liquor License or Seller unable and Purchaser shall have entered into the Interim Arrangement. The conditions precedent set forth in this Section 5.06 are solely for the benefit of Purchaser and may be waived only by Purchaser, which waiver may be granted or withheld by Purchaser in its sole and absolute discretion. Without limiting and without prejudice to consummate any of Purchaser’s other rights or remedies under this Agreement in the transaction contemplated herebyevent any such failure of condition is the result of or arises out of Seller’s default under this Agreement, if any condition precedent to Purchaser’s obligation to close the transactions set forth in this Agreement has not been satisfied as of the Closing Date or waived by Purchaser, then Purchaser shall be entitled in its sole and absolute discretion to terminate this Agreement by giving Seller and Escrow Agent written notice to such effect, whereupon Escrow Agent shall return the Deposit to Purchaser and the parties shall thereafter have no further rights or liabilities under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect.knowledge and without modification (by update or otherwise, as provided in Section 5.1(f) hereof); and (c) Seller shall have duly executed and A Tenant Estoppel Certificate from the tenants under the Leases substantially in the form attached hereto as EXHIBIT “I”, confirming that the terms of the Leases as contained in the copy of the Leases obtained by or delivered to Purchaser Purchaser, and confirming the Big Boy Representations Certificateabsence of any defaults under the Leases as of the date thereof. The delivery of said Tenant Estoppel Certificate from the tenant known as Randstad shall be a condition of Closing (provided Seller agrees to use commercially reasonable efforts to obtain a Tenant Estoppel Certificate from the other tenant on the Property), and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificate from such tenant, Seller having used its good faith efforts to obtain the same from such tenant, shall not constitute a default by Seller under this Agreement. (d) Seller The Property shall be in substantially the same physical condition as it is as of the Effective Date, ordinary wear and tear and damage by casualty excepted (it being acknowledged that damage to the Property by casualty is governed by Section 7.1 hereof). In the event any condition in this Section 6 has not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), Purchaser shall have performed and complied with all agreements required by the right, in its sole discretion, to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect.knowledge and without modification (by update or otherwise, as provided in Section 5.1(g) hereof); (c) Seller shall have duly executed and delivered At Closing, the Title Company must be irrevocably committed to Purchaser issue the Big Boy Representations Certificate.Title Insurance Policy to Purchaser; (d) Seller The Major Tenant Estoppel Certificate executed by the Major Tenant shall have performed been delivered to Purchaser on or before the date which is five (5) days prior to the expiration of the Inspection Period in accordance with the terms of Section 4.3(c) hereof, with such estoppel certificate to be in the form attached hereto as EXHIBIT “H-1” and complied with all agreements required otherwise in form and substance acceptable to Purchaser. The delivery of said Major Tenant Estoppel Certificate shall be a condition of Purchaser’s obligation to Close, but the failure or inability of Seller to obtain and deliver said Major Tenant Estoppel Certificate from the Major Tenant or any other Tenant Estoppel Certificate from any other tenant, Seller having used commercially reasonable efforts to obtain the same from such tenant(s) under the Leases, shall not constitute a default by Seller under this Agreement. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Exxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations Purchaser's obligation to purchase the Bond and to make advances to the Obligor is subject to (i) the accuracy of Purchaser all representations, warranties, statements and opinions in the agreements, instruments, certificates and opinions (including, without limitation, this Bond Purchase Agreement, the Resolution, the Bond, the Agreement, the Guaranty and the Assignment) now or hereafter delivered in connection with the issuance of the Bond or any request for an advance and which will be included in the transcript of proceedings pertaining to the Bond (the "Bond Documents") on the date of the Closing and the date of each advance, (ii) the condition that no event of default exists under the Bond Documents and no condition exists which, with the giving of notice or lapse of time or both, would constitute any such event of default on the date of the Closing and the date of each advance, (iii) the performance by the Issuer and the Obligor of all agreements to be performed on by them under the Bond Documents at or prior to the Closing Date shall be subject and on or prior to the satisfaction or waiver prior to date of each advance, (iv) delivery of the Bond for payment no later than August 24, 1999 at the offices of Xxxxxxxxxxx Licht & Semonoff Ltd., Xxx Xxxx Xxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 or at such other location agreeable to the Closing of each parties hereto, unless such date is extended in writing by the Purchaser and (v) the satisfaction of the following conditions: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on at or prior to the Closing., the Issuer shall furnish to the Purchaser (1) a written approving opinion of Xxxxxxxxxxx Xxxxx & Semonoff Ltd. (the "Bond Counsel") as to legality of and tax-exempt status of interest on the Bond from State of Rhode Island income taxation, dated as of the date of Closing and in their customary form and (2) a copy of the Resolution adopted by the Issuer authorizing the issuance of the Bond and delivery of executed Bond Documents to which the Issuer is a party; (b) at or prior to the Closing, the Obligor shall furnish to the Purchaser and the Issuer (1) a written opinion of counsel for the Obligor, dated the date of the Closing and in form acceptable to Bond Counsel and the Purchaser, (2) executed Bond Documents to which the Obligor is a party and (3) a certified copy of such actions or proceedings taken by the Obligor authorizing execution, delivery and performance of the obligations set forth in the Bond Documents to which each of the Obligors is a party; (c) at or prior to the Closing, the Guarantor shall furnish to the Purchaser and the Issuer (1) the Guaranty, in form acceptable to Bond Counsel and the Purchaser, (2) executed Bond Documents to which the Guarantor are a party, (3) a certified copy of such actions or proceedings taken by the Guarantor authorizing the execution, delivery and performance of the obligations set forth in the Bond Documents to which the Guarantor are a party, and (4) a written opinion of counsel to the Guarantor dated the date of the Closing and in form acceptable to Bond Counsel and the Purchaser; (d) all legal documentation and proceedings in connection with the transactions contemplated by this Bond Purchase Agreement shall be in form and substance satisfactory to the Purchaser and the Issuer, their legal counsel and Bond Counsel, and the Purchaser shall have received all such originals, counterparts, originals or certified or other copies of such Bond Documents in form and substance satisfactory to the Purchaser, as the Purchaser or its legal counsel may reasonably request; and (e) All consentsno event shall have occurred or information disclosed which, authorizationsin the reasonable judgment of the Purchaser, orders and approvals ofhas or could, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller passage of this Agreement and time, have a material adverse effect on the consummation by Seller market value of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectBond. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on the complete Closing Date shall be under this Agreement is subject to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions unless waived in writing by Purchaser: (a) Seller shall have delivered the Original Share Certificates. (b) 1. The representations and warranties set forth in Section 3.1 hereof made by Seller herein shall be true and correct in all material respects as of the Closing Date Date, as though such representations and warranties were restated and made at and as of the Closing Date; 2. All the necessary consents, regulatory and other approvals, licenses and other authorizations which are material to the transactions contemplated hereby shall have been obtained permitting the post-Closing ownership and operation by Purchaser of the Accounts on terms substantially comparable to those existing at the present and all applicable waiting periods (and extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and Seller and Purchaser shall have received all other permits or consents of governmental authorities necessary. No such permit or consent shall contain any condition, limitation or requirement that, individually or in the aggregate, would, in Purchaser’s reasonable good faith judgment, materially reduce the benefits of the transaction contemplated by this Agreement to Purchaser; 3. As of the Closing Date, there shall not have been any material adverse change in the Assets to be Sold since completion of due diligence by Purchaser; 4. Seller shall have delivered to Purchaser a certificate dated the Closing Date such documents, certificates and signed agreements reasonably requested by Seller’s authorized signatories to such effect.Purchaser; (c) 5. Seller and Purchaser shall have duly executed and delivered to Purchaser entered into the Big Boy Representations Certificate.“Elan Financial Services Joint Marketing Agreement” (the “Joint Marketing Agreement”); (d) Seller 6. No claim, action, suit, proceeding or governmental investigation shall have performed and complied with all agreements required by this Agreement to be performed been threatened or complied with by them on or prior to instituted challenging the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller validity of this Agreement and or the consummation by Seller series of the Share Purchase transactions contemplated hereby shall which could reasonably be expected to have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to a material adverse effect on the transactions contemplated hereby and no order of any court shall have been entered which reasonably could be expected to have a material adverse effect on the transactions contemplated hereby; 7. All pre-Closing covenants, obligations and other matters to be performed on the part of Seller shall have been fulfilled in all material respects; 8. If required by any Governmental Authority that would (i) make Purchaser, Seller and Purchaser shall have entered into the consummation Interim Servicing Agreement; 9. The acquisition of the transaction contemplated hereby illegal Assets to be Sold shall not violate any applicable statute, rule or substantially delay regulation in effect on the consummation of Closing Date; 10. Seller shall have paid to Purchaser any material aspect of the transaction contemplated hereby, or (ii) render amount due by Seller unable pursuant to consummate the transaction contemplated hereby.Section VIII.A.

Conditions Precedent to Purchaser’s Obligations. The obligations Purchaser acknowledges and agrees that Purchaser has completed its due diligence of the Property. However, the obligation of Purchaser to be performed purchase the Property on the Closing Date shall be is subject to the satisfaction (or waiver prior to or at by Purchaser) as of the Closing of each of the following conditions, provided that Purchaser may waive such conditions in its sole discretion: (a) Seller shall have delivered the Original Share Certificates. (bi) The representations and warranties set forth made by Sellers in Section 3.1 hereof 3.1(a) and Section 12.1 shall be true and correct in all respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date and Seller (ii) each of the other representations and warranties made by Sellers in this Agreement shall have delivered to Purchaser a certificate dated be true and correct when made and on and as of the Closing Date as though such representations and signed by Seller’s authorized signatories warranties were made on and as of the Closing Date except (x) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date and (y) in the case of clause (ii), where the failure of such representations or warranties to such effectbe true and correct (without giving effect to any “materiality” or "Material Adverse Effect" qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (cb) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller Sellers shall have performed or complied in all material respects with each obligation and complied with all agreements covenant required by this Agreement to be performed or complied with by them Sellers on or prior before the Closing and which is not otherwise specifically referred to as a condition to closing in this Section 5.2. (c) Sellers shall have delivered to Purchaser a certificate dated as of the Closing Date and signed by an executive officer of Sellers certifying to the effect that the conditions set forth in Sections 5.2(a) and 5.2(b) have been satisfied. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Entity of competent jurisdiction (whether temporary, preliminary or permanent) shall be in effect as of the Closing, which has the effect of making the purchase and sale of the Property or the transactions contemplated herein illegal or otherwise preventing or prohibiting the purchase and sale of the Property or the transactions contemplated herein or otherwise restraining, enjoining, preventing, prohibiting or making illegal the purchase and sale of the Property or the transactions contemplated herein. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of Purchaser shall have received all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory documents required to Purchaser, and shall be in full force and effectdelivered by Sellers under Section 6.3. (f) No action With respect to the Existing Loans that are not Assumed Loans, such Existing Loans shall have been taken or threatened, paid in full and no law the lien created by such Existing Loans shall exist or have been enacteddischarged of record concurrently with the Closing (or, promulgated or issued or deemed if any such lien is not so discharged but the Title Company insures over it, Sellers shall have provided Purchaser with reasonably satisfactory evidence that such lien will be discharged of record promptly after the Closing). (g) The Required Governmental Consents listed on Schedule 1.1(l) of the Disclosure Letter to be obtained prior to Closing shall have been obtained and the Required Filings listed on Schedule 1.1(k) of the Disclosure Letter to be made prior to Closing shall have been made. (h) The OpCo Lease Agreement shall have been executed and delivered by E and its applicable to the transactions contemplated hereby by any Governmental Authority that would Affiliate. (i) make Any waiting period (and any extension thereof) applicable to the consummation of the transaction transactions contemplated hereby illegal by this Agreement under the HSR Act shall have expired or substantially delay been terminated, and any approval required under the consummation of any material aspect HSR Act shall have been obtained. (j) (i) The representations and warranties made by E in Section 3.3(a) and Section 12.1 shall be true and correct in all respects when made and on and as of the transaction contemplated hereby, or Closing Date as though such representations and warranties were made on and as of the Closing Date and (ii) render Seller unable each of the other representations and warranties made by E in this Agreement shall be true and correct when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date except (x) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date and (y) in the case of clause (ii), where the failure of such representations or warranties to consummate be true and correct (without giving effect to any “materiality” or "Material Adverse Effect" qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the transaction contemplated herebyaggregate, a Material Adverse Effect. (k) E shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by E on or before the Closing and which is not otherwise specifically referred to as a condition to closing in this Section 5.2. (l) E shall have delivered to Purchaser a certificate dated as of the Closing Date and signed by an executive officer of E certifying to the effect that the conditions set forth in Sections 5.2(j) and 5.2(k) have been satisfied. Notwithstanding anything in this Agreement to the contrary, if the representations and warranties relating to the Leases and Material Contracts set forth in Section 3.1 and the status of its tenants and contract parties thereunder (other than the Sellers) were true and correct as of the date of this Agreement, no change in circumstance or status of such tenants or contract parties (e.g. defaults, bankruptcies or other adverse matters relating to such tenants or contract parties) occurring after the date hereof shall permit the Purchaser to terminate this Agreement or constitute grounds for the Purchaser’s failure to close.

Conditions Precedent to Purchaser’s Obligations. The obligations of the Purchaser to be performed on complete the Closing Date Transaction as contemplated hereunder shall be subject to the satisfaction of, or waiver prior to compliance with, at or at before the Closing of Date (or such other date as specified below), each of the following conditions:conditions precedent (each of which is hereby acknowledged to be for the exclusive benefit of the Purchaser, and may be waived by it in writing, in whole or in part, on or before the Closing Date): (a) Seller the Purchaser shall on or before the Closing Date have delivered from the Original Share Certificates.Company and the Dropleaf Securityholders received all other documents and instruments as the Purchaser may reasonably request for the purpose of effecting the Transaction in accordance with the terms of this Agreement; (b) The representations the Purchaser shall be satisfied that, upon Closing, all regulatory requirements have been or are capable of being satisfied, including satisfaction of the Minimum Listing Requirements of the CSE and any other requirement of the CSE; (c) the representations, warranties set forth and covenants of the Company and the Dropleaf Securityholders made in Section 3.1 hereof or pursuant to this Agreement, shall be true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date (except as such representations and Seller warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby that are not materially adverse and arise in the ordinary course of business); and the Purchaser shall have delivered to Purchaser received a certificate of the Company and the Dropleaf Securityholders dated the Closing Date in form satisfactory to the Purchaser's solicitors, acting reasonably, certifying the truth and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed correctness in all material respects of the representations, warranties and delivered to Purchaser covenants of the Big Boy Representations Certificate.Company and the Dropleaf Securityholders set out in this Agreement; (d) Seller the Company and the Dropleaf Securityholders shall have performed and complied with all agreements and conditions required by this Agreement to be performed or and complied with by them on or prior to or on the Closing.Closing Date; (e) All there shall be a total of 9,412,383 DropLeaf Interests issued and outstanding and, except for the shares of the Company to be issued pursuant to stock options to purchase 120,000 DropLeaf Interests, no other shares issued and outstanding and there shall be no other shares of any class or series and no other options, rights, warrants, instruments or entitlements exercisable into any class of shares of the Company; (f) the Purchaser shall have received favourable legal opinions respecting the shares of the Company; (g) at the Closing Date, there shall have been no material adverse change in the condition (financial or otherwise), properties, assets, liabilities, earnings, or business operations or prospects of the Company from that shown on or reflected in the Company's Financial Statements; (h) all consents, authorizationsapprovals, orders and approvals ofauthorizations of any Persons or governmental authorities in Canada or elsewhere (or registrations, declarations, filings or registrations records with any such authorities), including, without limitation, all such registrations, recordings and filings with such securities regulatory and other public authorities as may be required to be obtained by the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or Company in connection with the execution and delivery by Seller of this Agreement and Agreement, the consummation by Seller Closing or the performance of any of the Share Purchase contemplated hereby terms and conditions hereof, shall have been obtained on or madebefore the Closing Date, in form and substance reasonably satisfactory to Purchaser, and shall except for any applicable securities laws filings which may be in full force and effect.made after the Closing; (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation Purchaser receiving the Company's Financial Statements and such other financial statements as may be required by the CSE; (j) prior to Closing, the CSE shall have provided its approval or conditional approval of the transaction contemplated hereby illegal Transaction; (k) at the time of Closing, the Company shall have working capital sufficient to satisfy all contingent liabilities; (l) at the time of Closing, there shall be no outstanding matters of litigation against any of the Company or substantially delay the consummation Dropleaf Securityholders that are, in the sole opinion of the Company, acting reasonably, material to any of the foregoing parties; (m) at the time of Closing, delivery by the Company of any changes, if any, to lists of material aspect assets and material contracts previously provided by the Company or the Dropleaf Securityholders; (n) during the Interim Period, the Company shall not have (i) permitted any of its agents, directors, officers, employees or representatives to solicit, discuss, encourage or accept (directly or indirectly) an offer for the business or assets of the transaction contemplated hereby, Company; or (ii) render Seller unable entered into any transaction or contract relating to consummate the transaction financial and/or operating condition, or the assets, of the Company, excluding those transactions provided for herein and those transactions undertaken in the ordinary course of business, without first discussing and obtaining the approval of the Purchaser, not to be unreasonably withheld; (o) other than those transactions specifically provided herein, during the Interim Period, the Company shall not have declared or paid any dividends or have made any distributions of its properties or assets, other than in the ordinary course and consistent with past practice, without the prior written consent of the Purchaser, which shall not be unreasonably withheld; (p) during the Interim Period, the Company shall have maintained insurance coverage in respect of its operations in amounts not less than industry standards and such policies shall remain in force and shall not be cancelled or otherwise terminated as a result of the Transaction as contemplated hereby; (q) during the Interim Period, the Company's Business shall have been conducted in the ordinary course, except as otherwise contemplated by this Agreement; and (r) during the Interim Period, there shall have been no material adverse changes in the business, affairs or financial condition of the Company, except as may result from transactions contemplated by this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase and pay for the Shares to be performed on delivered to it at the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the Closing Date: (ai) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Company contained in Section 3.1 hereof this Agreement shall be true and correct on and as of the Closing Date Date; (ii) the Purchasers shall have received the legal opinion of Coolxx Xxxward LLP, counsel to the Company, in the form of Exhibit E hereto; (iii) concurrently with the Closing, the Company, the Purchasers and Seller the existing stockholders of the Company shall have entered into the Amended and Restated Stockholders Agreement in the form attached hereto as Exhibit F; (iv) the Company shall have provided to Centennial Fund IV, L.P. ("Centennial") a certification of the direct and indirect holdings of securities of the Company by certain persons designated by Centennial as required by Centennial's governing documents; (v) all other Purchasers shall have concurrently purchased the Shares to be purchased by them pursuant to the this Agreement, except for any Purchaser(s) who shall have purchased Shares at a subsequent closing pursuant to this Agreement or any amendment hereto; (vi) all corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents relating to such transactions shall be satisfactory to the Purchasers and to its counsel. The Company shall have delivered to Purchaser the Purchasers a certificate certificate, executed on behalf of the Company by the President and the Secretary of the Company, dated the Closing Date and signed by Seller’s authorized signatories Date, certifying to such effect.the fulfillment of the conditions specified in subsection 5(i); and (cvii) Seller with respect to American Express Travel Related Services Company, Inc. ("AmEx"), the Company shall have duly executed and delivered to Purchaser the Big Boy Representations CertificateMarketing Agreement of even date herewith (the "Marketing Agreement"). (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on purchase the Closing Date Purchased Assets shall be subject to the satisfaction following conditions (all or waiver prior to any of which may be waived, in whole or at the Closing of each of the following conditions:in part, by Purchaser): (a) Seller shall have delivered the Original Share Certificates. (bi) The representations and warranties set forth made by Seller in Section 3.1 hereof 8, except those representations and warranties which are expressly limited to facts and circumstances as of the Effective Date, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and Seller shall have executed and delivered to Purchaser a certificate dated as of the Closing Date and signed by Seller’s authorized signatories to such the foregoing effect.; (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (dii) Seller shall have performed all covenants and complied with all agreements obligations required by this Agreement to be performed or complied with by them Seller on or prior before the Closing Date; (iii) On the Closing Date, (i) Seller’s title to the Closing. (e) All consents, authorizations, orders Real Property shall be marketable and approvals of, filings or registrations with and the expiration free-and-clear of all waiting periods imposed byliens, any third Personmortgages, including any Governmental Authoritydeeds of trust, which are required for or in connection with encumbrances, easements, leases, conditions and other matters affecting title other than the execution Permitted Exceptions and delivery by Seller of this Agreement other than as permitted under Section 5, and (ii) the consummation by Seller of the Share Purchase contemplated hereby Title Insurance Company shall have been obtained or made, in form and substance reasonably satisfactory committed unconditionally to issue to Purchaser, and shall be or its designee, at standard rates, an ALTA owner’s title insurance policy covering the Real Property, including such endorsements as Purchaser may reasonably require, in full force and effect.an amount equal to the Purchase Price, insuring Purchaser’s title to the Real Property except for the Permitted Exceptions (“Title Policy”); (fiv) No action Seller shall have been taken terminated the employment of all employees and provided all notices required under WARN with respect to such termination; (v) Purchaser or threatenedGaming Operator (pursuant to Section 25) shall have received all necessary Gaming Approvals; (vi) Seller shall have operated and maintained the Business and the Purchased Assets in the ordinary course of business until the Closing. The quantity and condition of the Personal Property on the Closing Date shall, in all material respects, be the same as on the Effective Date, reasonable wear and no law tear excepted; and (vii) Seller shall exist or have been enacted, promulgated or issued or deemed applicable delivered to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation Title Insurance Company all of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebySeller’s Closing Deliveries.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed consummate the transaction contemplated under this Agreement are conditioned on the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which Purchaser may waive in its sole discretion by notice to Seller at or prior to the Closing Date: (a) Seller shall have has delivered to Purchaser all of the Original Share Certificates.items required to be delivered by Seller to Purchaser pursuant to Section 7.1; (b) The Seller has performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (c) All representations and warranties of Seller as set forth in Section 3.1 hereof shall be this Agreement are true and correct in all material respects as of the Effective Date and as of Closing, without material modification; provided that Seller shall have the right to update as of the Closing Date any representations and Seller shall have delivered warranties pursuant to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate.Section 4.1; (d) Seller shall have performed The Tenant Estoppel Condition has been satisfied; and complied with all agreements required by If Purchaser is not in default under this Agreement and any of the conditions in this Section 6.1 has not been satisfied or otherwise waived in writing by Purchaser as of the Scheduled Closing Date (determined without giving effect to be performed or complied with any prior extension of the Scheduled Closing Date pursuant to this Section 6.1) for reasons other than Purchaser's default, then Purchaser may terminate this Agreement by them on or giving notice thereof to Seller prior to the Closing. ; provided, that, Purchaser has first notified Seller of such failure of condition (ewhich notice shall detail such failure of condition) All consentsand such failure of condition remains uncured for: (i) with respect to a failure of the condition set forth in Subsection 6.1(a), authorizationsone (1) Business Day after such notice, orders (ii) with respect to a failure of the Tenant Estoppel Condition, the Scheduled Closing Date, as such may be extended pursuant to Section 6.3(c), and approvals of(iii) with respect to a failure of any other condition set forth in Section 6.1, filings or registrations with five (5) Business Days after such notice (the Scheduled Closing Date to be extended to afford the applicable cure period). In a termination by Purchaser pursuant to the foregoing sentence, Seller and Purchaser each shall promptly instruct Escrow Agent to pay the expiration of all waiting periods imposed byXxxxxxx Money to Purchaser, any third Personand, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller except under those provisions of this Agreement that by their express terms survive the termination of this Agreement, Seller and the consummation by Seller of the Share Purchase contemplated hereby Purchaser shall have been obtained no further rights or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectobligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser the Purchasers to purchase and pay for the Debentures and the Warrants to be performed on delivered to it at the Closing Date shall be subject to the satisfaction or waiver of the following conditions as of the Closing Date: 6.1 the representations and warranties of the Company contained in this Agreement, the Debenture and the Warrant shall be true and correct on and as of the Closing Date; 6.2 prior to or at concurrent with the Closing Closing, the other parties (besides the Purchasers) thereto shall have entered into the Right of each First Refusal Agreement; 6.3 prior to or concurrent with the Closing, Xx. Xxxxxxx Weintraub, the Xxxxxxx Xxxxxxxxx Intervivos Trust and Xxx Xxxxxx Xxxxxx (the "Notification Holders"), shall have entered into an agreement in form and substance satisfactory to Agent in their absolute discretion pursuant to which the Notification Holders agree to give certain notices to Agent on behalf of Purchasers and confirm certain matters to the Purchasers; 6.4 prior to or concurrent with the Closing, the holders of that certain promissory note (the "Xxxxxxxxx Note") dated March 31, 1999, executed by Neptune USA (then called "Lari Acquisition Company, Inc.") to and in favor of Xxxxxxx Xxxxxxxxx Inter Vivos Trust, in the principal amount of $2,000,000, the Purchasers and the Company shall have entered into a subordination agreement relating to the Xxxxxxxxx Note whereby such holders subordinate payment of the following conditionsXxxxxxxxx Note and all security held by them therefor to and in favor of the prior payment of the Debentures and all security held by Agent for the Purchasers, in form and substance satisfactory to Agent in its absolute discretion; 6.5 concurrent with the Closing, Agent shall have received evidence satisfactory to it that: (a) Seller shall the Guarantees of the Subsidiaries and the Security Agreements (as defined in the Debentures) and any additional security instruments or documents required by the Purchasers have delivered been executed and delivered, and all necessary consents, subordinations, releases, discharges and other instruments have been obtained as may be necessary, for the Original Share Certificates.security constituted thereby to enjoy the priority thereby contemplated, subject only to the encumbrances permitted by the Debentures; (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct the Company has a free cash balance available to it, as of the Closing Date Date, of no less than $2,500,000 (less any amounts used by the Company and Seller shall have delivered disclosed in writing to Purchaser a certificate dated the Purchasers during the period from September 1, 1999 to the Closing Date and signed by Seller’s authorized signatories to such effect.for acquisitions or capital expenditures); (c) Seller except as may be required by the Securities Act of 1933, as amended, and any applicable state securities laws, the Company and the Subsidiaries have obtained any and all consents, approvals and acknowledgments of all persons whose consents, approvals and acknowledgments may be required, including without limitation all requisite corporate, shareholder and governmental consents, as are necessary for the consummation of the transactions hereby contemplated; 6.6 concurrent with the Closing, the Purchasers shall have duly executed received the opinions of counsel acceptable to Agent in the States of Florida and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or madeCalifornia, in form and substance reasonably satisfactory to PurchaserAgent; and 6.7 prior to or concurrent with the Closing, and shall be in full force and effect. (f) No action the Company shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable delivered to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyAgent its Year 2000 business plan.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed on the Closing Date shall be hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction or waiver prior to or at the Closing of each of the following conditions:additional conditions precedent, unless expressly waived in writing by Purchaser (which waiver may be made or not made in Purchaser's sole discretion): (a) Seller shall have delivered From and after the Original Share Certificates. (b) The date of this Agreement through and including the Closing Date, the representations and warranties set forth made by the Company in Section 3.1 hereof this Agreement shall be, and have been, true and correct, except those representations and warranties which address matters only as of a particular date, which shall be true and correct as of such date. (b) From and after the date of this Agreement through and including the Closing Date, the Company shall be, and have been, in compliance in all material respects with all of the covenants and agreements in this Agreement. (c) On the Closing Date, the Company shall not possess any negative, material non-public information other than as shall have been filed with the SEC at least five (5) Business Days prior to and excluding the Closing Date. (d) On the Closing Date, Purchaser shall have received a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated such date certifying as to the conditions set forth in paragraphs (a), (b), and (c) of this Section 13. (e) On the Closing Date and Seller the Company shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration an opinion of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or madecounsel, in form and substance reasonably satisfactory to Purchaser, dated the date of delivery, confirming in substance the matters covered by paragraphs (a), (b), (c), (d), (e), (f), (g), (h), and shall be in full force and effect(jj) of Section 5 hereof. (f) No action The Registration Statement shall be, and have been, effective from and after the date of this Agreement through and including the Closing Date. (g) From and after the date of this Agreement through and including the Closing Date, all Common Shares issued and issuable hereunder and under the Warrant shall be, and have been, duly listed and admitted for trading on the Nasdaq Global Market or other Stock Market. (h) From and after the date of this Agreement through and including the Closing Date, there shall not have been a Restatement. (i) The conditions set forth in Section 6 of the Amended and Restated Contribution Agreement, dated as of November 8, 2009 (the "Contribution Agreement"), by and among the Purchaser, the Company, SMH Capital Inc., Pan Asia China Commerce Corp., Xxxxxxx Xxxxxxxx Capital LLC and Xxxxxxx Xxxxxxxx and Company LLC shall have been taken satisfied or threatenedwaived, it being the understanding and no law shall exist or have been enacted, promulgated or issued or deemed applicable to agreement of each of Purchaser and the Company that the transactions contemplated hereby by any Governmental Authority that would (i) make in the consummation of Contribution Agreement shall be consummated simultaneously with the transaction transactions contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyherein.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed on purchase the Property and to perform under this Agreement at the Closing Date shall be subject to, among the other terms, provisions, covenants and conditions of this Agreement that are required to be complied with by Seller, the satisfaction or waiver prior to or at satisfaction, as of the Closing of each Date, of the following conditions: (a) A. The representations and warranties made by Seller in Section 16 of this Agreement, and the information contained in any written materials relating to the Property furnished to Purchaser by Seller, shall be true in all material respects as of the Closing Date, and Seller shall have delivered the Original Share Certificatesto Purchaser those items set forth in Exhibit C annexed hereto required to be delivered by Seller. B. The Survey complies with the standards described on Exhibit I annexed hereto and made a part hereof (bprovided that Purchaser acknowledges and agrees that: (I) The representations any failure of the Survey to meet such standards to the extent that any such failure does not involve illegality or non-compliance with applicable Laws shall be waived by Purchaser if such failure is the subject of affirmative title insurance coverage satisfactory to Purchaser insuring over such failure; and warranties (ii) the standards for the Survey as so set forth on Exhibit I hereto shall only relate to Purchaser's obligation to purchase the Property and to perform under this Agreement at the Closing, and shall not be deemed to create or impose any obligations upon Seller under this Agreement with respect thereto). C. Title to the Land and the Improvements complies with the standards described on Exhibit J annexed hereto and made a part hereof (it being understood and agreed that the standards for Title to the Land and Improvements as so set forth on Exhibit J hereto shall only relate to Purchaser's obligation to purchase the Property and to perform under this Agreement at the Closing, and shall not be deemed to create or impose any obligations upon Seller under this Agreement with respect to title to the Land and Improvements, which obligations of Seller are instead set forth in Section 3.1 hereof 13B of this Agreement). D. The Representations and Warranties made by Seller in Section 16 of this Agreement shall be true and correct in all material respects as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated or into escrow with the Closing Date and signed Title Company those items set forth in Exhibit C annexed hereto required to be delivered by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations 9.1 Purchaser's Conditions Precedent Notwithstanding anything herein contained, the obligation of the Purchaser to be performed on complete the Closing Date shall be subject to purchase of the satisfaction or waiver prior to or at Assets is conditional upon the Closing of each fulfillment of the following conditionsconditions precedent: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Vendor contained in Section 3.1 this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transaction contemplated hereby shall be true on and correct as of the Closing Date with the same effect as though such representations and Seller shall have delivered to Purchaser a certificate dated warranties had been made on and as of the Closing Date Date, except: (i) to the extent that any of such representations and signed warranties have been waived by Seller’s authorized signatories the Purchaser or affected by the transactions between the parties contemplated hereby; or (ii) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such effect.date or period; (cb) Seller shall have duly executed all of the covenants, agreements and delivered to Purchaser deliveries of the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement Vendor to be performed or complied with by them on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed or complied with, except to the extent that such performance or compliance has been waived by the Purchaser or is prevented by a default by the Purchaser in the performance of its obligations hereunder; (c) all consents or approvals required to be obtained by the Vendor for the purpose of selling, assigning or transferring the Assets have been obtained; (d) since the date hereof and prior to the Closing.Closing Date: (i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and (ii) no substantial damage by fire, negligence or otherwise to the Assets shall have occurred, which materially and adversely affects the Business, any of the Assets or the right of the Purchaser to the full enjoyment of the Assets or that materially and adversely reduces the value of the Assets or the Business to the Purchaser; (e) All consentson or before the Closing Date: (i) no Governmental Authority shall have enacted any statute, authorizations, orders regulation or bylaws or announced any policy that will materially and approvals of, filings or registrations with and adversely affect the expiration of all waiting periods imposed byBusiness, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase Assets or the right of the Purchaser to the full enjoyment of the Assets; and (ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereby hereunder and no action or proceeding shall have been obtained instituted and remain pending before any such court or made, in form and substance reasonably satisfactory administrative tribunal to Purchaser, and shall be in full force and effect.restrain or prohibit the transactions contemplated hereby; (f) No action the Purchaser shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable received from the Purchaser's Solicitors an opinion dated as of the Closing Date as to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation state of title of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.Assets;

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on hereunder are subject, at the Closing Date shall be subject option of Purchaser to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions at or prior to the Closing, and Sellers shall exert their best efforts to cause each such condition to be so fulfilled: (a) Seller shall have delivered the Original Share Certificates. (b) The All representations and warranties set forth of Seller and Company contained herein or in Section 3.1 hereof any document delivered pursuant hereto shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing Date Date, and Seller shall have delivered to Purchaser a certificate dated then be true and correct in all respects, except for changes in the Closing Date ordinary course of business after the date hereof in conformity with the covenants and signed by Seller’s authorized signatories to such effect.agreements contained herein; (cb) Seller shall have duly executed All covenants, agreements and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements obligations required by the terms of this Agreement to be performed by Seller and Company at or complied with by them on or prior to before the Closing.Closing Date shall have been duly and properly performed; (c) Since the date of this Agreement, there shall not have occurred any material adverse change in the Condition of the Business; (d) Omitted; (e) All consentsPurchaser shall have received an opinion of legal counsel to Sellers, authorizations_____________________ dated as of the Closing Date, orders substantially in the form of EXHIBIT 10.2(E); (f) Omitted; (g) Seller and approvals of, filings or registrations with Escrow Agent shall have executed and delivered the expiration Escrow Agreement; (h) Omitted; (i) Omitted; (j) Seller shall have caused Company to obtain written consents of all waiting periods imposed byparties to agreements, any third Personlicenses, including any Governmental Authorityleases and other contracts relating to the Business that, which are required for or in the opinion of Purchaser, should be obtained prior to Closing; (k) All corporate and other proceedings of Seller and Company in connection with the execution transactions contemplated by this Agreement, and delivery by Seller of this Agreement all documents and the consummation by Seller of the Share Purchase contemplated hereby instruments incident to such proceedings, shall have been obtained or made, be satisfactory in form and substance reasonably satisfactory to PurchaserPurchaser and its counsel, and Purchaser and its counsel shall have received all such documents and instruments, or copies thereof (certified if requested) as may be in full force and effect.reasonably requested; and (fl) No action Seller's Board of Directors shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to approved the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyproposed transaction.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed purchase the Purchased Assets and to consummate the transactions contemplated hereby are subject to and conditioned upon the performance prior to or on the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditions:(unless waived in writing by Purchaser): (a) All the terms and conditions of this Agreement to be complied with and performed by Seller on or before the Closing Date shall have delivered the Original Share Certificatesbeen complied with and performed. (b) The All representations and warranties set forth by Seller which are contained in Section 3.1 hereof this Agreement or in any written document required to be executed and delivered by Seller pursuant hereto or in connection herewith shall be true and correct in all material respects when made and at and as of the Closing Date as though such representations and Seller shall have delivered to Purchaser a certificate dated warranties were made at and as of the Closing Date and signed by Seller’s authorized signatories to such effectDate. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations CertificateWAIVED. (d) Seller Purchaser shall have performed received the Xxxx of Sale and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to Assignment and such other assignments and instruments of transfer and conveyance for the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or madePurchased Assets, in form and substance reasonably satisfactory to Purchaser and its counsel, sufficient to transfer to Purchaser the Purchased Assets as contemplated by this Agreement and Seller shall have delivered a copy of the Methods to Purchaser. (e) Purchaser shall have received the resolutions of the Board of Directors of Seller, certified by the Secretary or an Assistant Secretary of Seller, authorizing the execution, delivery and shall performance by Seller of this Agreement, all agreements, documents and instruments to be executed and delivered by Seller pursuant hereto or in full force connection herewith and effectthe consummation of the transactions contemplated hereby. (f) No action There shall have been taken be no suits, actions, litigation or threatenedother legal, and no law shall exist administrative, arbitration or have been enactedother proceedings or governmental investigations pending or, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make knowledge of Purchaser or its counsel, threatened to which Purchaser is or may become a party which seek to delay, enjoin or otherwise affect the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction transactions contemplated hereby. (g) All items described in Section 2.9 hereof which are set forth on Schedule 2.9 hereto (other than any ISRA consent or authorization) shall have been obtained by Seller in writing to the satisfaction of Purchaser before the Closing Date and delivered to Purchaser on or before the Closing Date. (h) The liens set forth on Schedule 2.4 hereto shall have been released on or prior to the Closing Date. (i) Seller shall have executed and delivered to Purchaser such certificates and other documents as Purchaser or Purchaser's counsel may reasonably request. (j) The form and substance of all certificates, instruments of transfer and other documents delivered pursuant hereto or in connection herewith shall be satisfactory in all reasonable respects to Purchaser and its counsel. (k) Seller shall have executed and delivered the Equipment Lease to Purchaser. (l) Seller shall have executed and delivered to Purchaser a License and Supply Agreement in form and substance as set forth on Exhibit C which is attached hereto and incorporated herein. (m) Purchaser shall have received an opinion of Xxxxxx X. Xxxxxxxx, General Counsel of Seller, in form and substance as set forth on Exhibit D, which is attached hereto and incorporated herein. (n) Hydromer and Purchaser shall have executed, on Closing Date, a Stock Purchase Agreement pursuant to which Purchaser, among other things, purchased Two Hundred Twenty Thousand (220,000) shares of common stock of Hydromer. (o) Purchaser shall have received from Seller an Incumbency Certificate, dated the Closing Date, executed by the secretary of Seller or by an assistant secretary of Seller which shall identify the name and title and bear the signature of each officer of Seller individually authorized to execute and deliver this Agreement and all other documents required to be delivered by Seller pursuant thereto.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed on the Closing Date shall be hereunder are subject to the satisfaction or waiver prior to or at the Closing of each of the following conditions: (a) Seller’s representations and warranties contained in this Agreement shall be true and accurate, in all material respects as if made as of Closing except as updated in writing by Seller to Purchaser prior to Closing, and Seller shall have delivered the Original Share Certificatesfulfilled its delivery requirements set forth herein. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered or caused to Purchaser a certificate dated be delivered the Closing Date items set forth in Sections 5 and signed by Seller’s authorized signatories to such effect10. (c) Seller shall have duly executed paid any and delivered all taxes, franchise fees and any other tax charge(s) which is/are currently due and payable in relation to Purchaser the Big Boy Representations CertificateProperty, subject to the proration thereof on a calendar year basis as set forth in the Settlement Statement. (d) Seller The transactions contemplated under the APA shall have performed and complied closed, it being contemplated that such closing shall occur simultaneously with all agreements required by this Agreement to be performed or complied with by them on or prior to the ClosingClosing hereunder. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby No work shall have been obtained performed or made, be in form progress and substance reasonably satisfactory to Purchaser, and no materials or services shall be furnished with respect to the Property or any portion thereof other than maintenance and repairs in full force and effectthe ordinary course of business which could give rise to any mechanic's, materialmen or other liens. (f) No action The Purchaser shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable received a written commitment for acquisition financing on terms reasonably satisfactory to Purchaser. In the transactions contemplated hereby by event any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal foregoing conditions precedent to Closing are not satisfied, in Purchaser’s reasonable opinion, on or substantially delay prior to Closing, then Purchaser shall have the consummation of any material aspect of right to terminate this Agreement. Notwithstanding the transaction contemplated herebyforegoing, or (ii) render Purchaser and Seller unable shall be obligated to consummate use commercially reasonable efforts to satisfy the transaction contemplated herebyconditions set forth in this Section 8.

Conditions Precedent to Purchaser’s Obligations. The Purchaser’s obligations of Purchaser to be performed on the Closing Date shall be subject to under this Agreement are conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditions: (a) Seller shall have delivered the Original Share Certificates. (b) The Seller’s representations and warranties set forth in Section 3.1 hereof this Agreement shall continue to be true and correct accurate in all material respects. (b) Seller shall have performed all of its obligations in all material respects under this Agreement, including, without limitation, the delivery of the documents set forth in Section 7.4(a). (c) There shall be no judicial, quasi-judicial, administrative or other proceeding initiated by a person or entity that is not an affiliate of Purchaser pending that seeks to enjoin the consummation of the sale and purchase hereunder as of the Closing Date. (d) Subject to the provisions of Article VIII, the Property shall on the Closing Date be in the same condition as on the Effective Date except as attributable to ordinary wear and tear and depletion and replenishment of Consumables and Expendables in the Ordinary Course of Business. (e) At Seller’s sole cost and expense, any and all management agreements for the Property shall be terminated as of the Closing Date and Seller shall have delivered deliver possession of the Property to Purchaser a certificate dated at the Closing Date free and signed by Seller’s authorized signatories to clear of such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectmanagement agreements. (f) No action On or prior to Closing, the Title Company shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable irrevocably commit to issue to the transactions contemplated hereby Purchaser an owner’s policy of title insurance for the Land pursuant to a marked title commitment or pro forma policy effective as of the date of Closing in the amount of the Purchase Price (or such amount allocated pursuant to Section 2.3 above), subject only to the Permitted Exceptions (the “Title Policy”). (g) That Purchaser has not received any written notification from Ground Lessor that withdraws their consent to the Ground Lease Assignment Agreement, or that materially and negatively revises any information provided in the Ground Lessor Estoppel. If any of the foregoing conditions have not been satisfied as of the Closing Date for reasons other than a Purchaser default, then Purchaser, subject to any applicable notice and cure periods as provided in other provisions of this Agreement (including, without limitation, Section 6.2 below), shall be entitled to terminate this Agreement pursuant to this Section 5.4 by any Governmental Authority giving Seller written notice to such effect, whereupon Escrow Agent shall disburse the Xxxxxxx Money to Purchaser as set forth in Section 2.2 and the parties shall thereafter have no further rights or liabilities under this Agreement, except that would (i) make the consummation each party shall pay one-half (1/2) of the transaction contemplated hereby illegal or substantially delay expenses of escrow unless the consummation termination is solely due to Seller’s failure to perform its obligations hereunder in which event Seller shall pay the expenses of any material aspect of the transaction contemplated herebyescrow, or and (ii) render Seller unable each party shall continue to consummate be obligated under the transaction contemplated herebySurviving Obligations. Notwithstanding the foregoing, in the event that Purchaser terminates this Agreement due to a Seller’s default, Section 6.2 shall control the obligations of the parties and disbursements of the Xxxxxxx Money.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase and pay for the Shares to be performed on delivered to it at the Closing Date Closings shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the applicable Closing Date: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Company contained in Section 3.1 hereof this Agreement shall be true and correct as if made on and as of the Closing Date Date; (b) the Company, the Purchasers and Seller the existing stockholders of the Company shall have delivered to Purchaser a certificate dated entered into the Closing Date and signed by Seller’s authorized signatories to such effect.Stockholders Agreement in the form of Exhibit C attached hereto; --------- (c) Seller the Purchasers shall have received the legal opinion of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, counsel to the Company, substantially in the form of Exhibit D; --------- (d) all other Purchasers shall have concurrently purchased the Shares to be purchased by them pursuant to this Agreement; (e) all authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with and prior to the lawful issuance and sale of the Shares or Conversion Shares shall be duly obtained and effective as of the Closing Date; (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser at the Closing, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request; (g) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby or thereby, or which, in Purchaser's reasonable discretion, would make it advisable to consummate the transactions contemplated by this Agreement; (h) the Company shall have executed and delivered to Purchaser a Stock Warrant Agreement substantially in the Big Boy Representations Certificate.form of Exhibit E; and --------- (di) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Certificate shall have been obtained or made, in form duly adopted by the Company and substance reasonably satisfactory to Purchaser, filed with the Secretary of State of the State of Delaware and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. 7.1 Notwithstanding anything herein contained, the obligation of The obligations of Purchaser to be performed on complete the Closing Date shall be purchase of the Subs 1-3 Shares hereunder is subject to the satisfaction or waiver prior to or at the Closing of each of the following conditions: (a) Seller the representations and warranties of the Vendors contained in this Agreement shall have delivered the Original Share Certificates.be true as of Closing; (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as all of the covenants, agreements and deliveries of the Vendors to be performed on or before the Closing Date and Seller pursuant to the terms of this Agreement shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect.been duly performed; (c) Seller prior to the Closing, Subs 1-3 shall not have duly executed and delivered experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of Subs 1-3 so as to Purchaser materially reduce the Big Boy Representations Certificate.value of the Assets to the Purchaser; (d) Seller shall have performed The Purchaser and complied with all agreements required its counsel in their sole discretion are satisfied that at the Closing: (i) The Purchaser will acquire good and valid title to the Subs 1-3 Shares free and clear of liens, charges and encumbrances (subject to section 2.4); and (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation; (e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of Subs 1-3, the Vendor, and by the CDNX, and shareholder approval of the Vendor, if necessary; and (f) no federal, provincial, regional or municipal government or any agency thereof shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of Subs 1-3 to the full enjoyment of the Assets. (g) This Agreement is subject to due diligence to be performed conducted by the Purchaser on all aspects of Subs 1-3 or complied with before the Closing date. 8.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by them the Purchaser on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and Closing by delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby Vendor of a written waiver to that effect, signed by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyPurchaser.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser shall not be obligated to be performed on purchase the Closing Date shall be subject to Shares from the satisfaction or waiver prior to or at the Closing of Seller unless and until each of the following conditions:conditions has been satisfied (or waived in writing by the Purchaser): (a) Seller The Seller’s representations and warranties contained in this Agreement shall have delivered be true and correct on and as of the Original Share CertificatesClosing Date. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered fully performed and complied with its obligations under Section 5.1 (to Purchaser a certificate dated the Closing Date and signed extent not waived in writing by Seller’s authorized signatories to such effectthe Purchaser). (c) Seller All conditions precedent required to have been fulfilled by Stavtelecom under (and as defined in) the Stavtelecom Share Purchase Agreement shall have duly executed been fulfilled (or waived in writing by the Purchaser), and delivered to Purchaser the Big Boy Representations Certificateclosing under the Stavtelecom Share Purchase Agreement shall be consummated on the Closing Date simultaneously with the Closing. (d) Seller There shall have performed and complied with all agreements required 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 and there shall not be pending on the Closing Date any Action or Proceeding or any other action in, before or by any governmental or regulatory authority which could reasonably be expected to be performed result in the issuance of any such Order or complied with by them on the enactment, promulgation or prior deemed applicability to the ClosingPurchaser or the Seller or the transactions contemplated by this Agreement of any such law. (e) All consents, authorizations, orders approvals and approvals actions of, filings or registrations with and notices to any governmental or regulatory authority specified in Schedule 3.1(d)(ii) and Schedule 3.3(d)(ii) hereto which are required to have been obtained, made or given (as applicable) by the expiration Seller or the Purchaser, as applicable, pursuant to applicable law and are necessary for the performance of the obligations of the Seller or the Purchaser, as applicable, under this Agreement (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived (unless any such condition relates to reporting or other requirements which by the terms of such consents, approvals, actions, filings or notices can only be effected on or after the Closing) and (iii) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by, by any governmental or regulatory authority shall have occurred. (f) All necessary third Person, including any Governmental Authority, which are required for party consents (or in connection with the execution lieu thereof, waivers) and delivery by Seller of this Agreement agreements specified in Schedule 3.1(d)(ii) and the consummation by Seller of the Share Purchase contemplated hereby Schedule 3.3(d)(ii) hereto (i) shall have been obtained by the Seller or made, in form and substance reasonably satisfactory to the Purchaser, as applicable, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived (unless any such condition relates to reporting or other requirements which by the terms of such consents can only be effected on or after the Closing) and (iii) shall be in full force and effect. (fg) No action The Seller shall have been taken or threateneddelivered to the Purchaser a certificate of a director of the Seller as to the incumbency of, and no law shall exist such other documents as are necessary to evidence the signatory authority of, the Person or have been enactedPersons executing this Agreement, promulgated or issued or deemed applicable the share transfer order for the transfer of the Shares to the transactions contemplated hereby Purchaser (the “Transfer Order”) and all other documents required to be delivered hereunder on behalf of the Seller, attached to which are true and correct, duly apostilled and notarized copies of the Seller’s constitutive documents and resolutions of the Seller’s board of directors, and, if required by any Governmental Authority that would applicable law, the Seller’s shareholders, authorizing the Seller’s execution, delivery and performance of this Agreement and the sale of the Shares in accordance with the terms hereof. (h) The Seller shall have delivered to the Purchaser (a) the documents listed in Schedule 4.2(h) hereto and (b) an extract from the register of the Company’s shareholders dated the Closing Date, showing the Seller as the owner of the Shares, free and clear of all Liens (other than the Company’s and other shareholders’ rights arising under the Company’s charter and the Foundation Agreement and Russian law in respect of future transfers of the Shares). (i) make If the Seller wishes the Purchase Price to be paid to a bank account other than the account specified in Section 7.8, the Seller shall have delivered (or caused to be delivered) to the Purchaser at least three (3) Business Days prior to the date on which such payment is scheduled to be made the Seller’s instruction for the wire transfer of the Purchase Price. (j) The Purchaser shall have obtained a fairness opinion from United Financial Group, addressed to VimpelCom’s board of directors, as to the fairness, from a financial point of view, to VimpelCom and its minority shareholders, of the transactions with the Seller contemplated hereby. (i) ZAO Citibank shall have delivered to the Company and the Seller a waiver confirming that ZAO Citibank has waived any event of default under the Citibank Credit Agreement which, in the absence of such waiver, would arise as a result of the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated herebyTransaction, or (ii) render Seller unable the Seller, ZAO Citibank and the Company shall have entered into Amendment No. 1 to consummate the transaction contemplated herebyCitibank Credit Agreement providing, among other things, that the consummation of the Transaction will not result in a default under the Citibank Credit Agreement or require payment of the outstanding principal amount of the loans thereunder prior to their scheduled maturity. (l) The shareholders of the Company shall have entered into an amendment to the Company’s Foundation Agreement dated November 20, 1996 (the “Foundation Agreement”), which has the effect of deleting Section 10 thereof, or the shareholders of the Company shall have irrevocably waived their respective rights under Section 10 of the Foundation Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations 9.1 Purchaser's Conditions Precedent Notwithstanding anything herein ---------------------------------- contained, the obligation of the Purchaser to be performed on complete the Closing Date shall be subject to purchase of the satisfaction or waiver prior to or at Assets is conditional upon the Closing of each fulfillment of the following conditionsconditions precedent: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Vendor contained in Section 3.1 this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and correct as of the Closing Date with the same effect as though such representations and Seller shall have delivered to Purchaser a certificate dated warranties had been made on and as of the Closing Date Date, except: (i) to the extent that any of such representations and signed warranties have been waived by Seller’s authorized signatories the Purchaser or affected by the transactions between the parties contemplated hereby; or (ii) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such effect.date or period; (cb) Seller shall have duly executed all of the covenants, agreements and delivered to Purchaser deliveries of each of the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement Vendor to be performed or complied with by them on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed or complied with, except to the extent that such performance or compliance has been waived by the Purchaser or is prevented by a default by the Purchaser in the performance of its obligations hereunder; (c) all consents or approvals required to be obtained by the Vendor for the purpose of selling, assigning or transferring the Assets have been obtained; (d) since the date hereof and prior to the Closing.Closing Date no substantial damage by fire, negligence or otherwise to the Assets shall have occurred which materially and adversely affects any of the Assets; (e) All consentsThe Purchaser shall be satisfied, authorizationsacting reasonably, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with that the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by herein will not constitute defaults under any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyMaterial Contracts.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase and pay for the Shares to be performed on delivered to it at the Closing Date Closings shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the applicable Closing Date: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Company contained in Section 3.1 hereof this Agreement shall be true and correct as if made on and as of the Closing Date Date; (b) the Company, the Purchasers and Seller the existing stockholders of the Company shall have delivered to Purchaser a certificate dated entered into the Closing Date and signed by Seller’s authorized signatories to such effect.Stockholders Agreement in the Exhibit C attached hereto; --------- (c) Seller the Purchasers shall have duly executed and delivered received the legal opinion of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, counsel to Purchaser the Big Boy Representations Certificate.Company, substantially in the form of Exhibit D; --------- (d) Seller all other Purchasers shall have performed concurrently purchased the Shares to be purchased by them pursuant to this Agreement; (e) all authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with and complied prior to the lawful issuance and sale of the Shares or Conversion Shares shall be duly obtained and effective as of the Closing Date; and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all agreements required documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser at the Closing, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request; (g) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby or thereby, or which, in Purchaser's reasonable discretion, would make it advisable to consummate the transactions contemplated by this Agreement; (i) the condition precedent set forth in Section 2 of each Master Agreement to be performed or complied with by them shall have been satisfied on or prior to the Closing. "Condition Satisfaction Deadline" (eas defined in each Master Agreement) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this each Master Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall not have been obtained or made, in form and substance reasonably satisfactory to Purchaser, terminated and shall be in full force and effect.; and (fj) No action the Certificate shall have been taken or threatened, duly adopted by the Company and no law shall exist or have been enacted, promulgated or issued or deemed applicable to filed with the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation Secretary of State of the transaction contemplated hereby illegal or substantially delay the consummation State of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyDelaware and shall be in effect.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to purchase and pay for the Shares to be performed on delivered to it at the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the Closing Date: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Company contained in Section 3.1 hereof this Agreement shall be true and correct on and as of the Closing Date Date; (b) concurrent with the Closing, the Company and Seller Purchaser shall have delivered entered into a joinder agreement providing that Purchaser shall become a party to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect.Shareholders Agreement; (c) Seller concurrent with the Closing, the Company and Purchaser shall have duly executed and delivered entered into the amendment providing that Purchaser shall become a party to Purchaser the Big Boy Representations Certificate.Registration Rights Agreement possessing such rights as provided in Section 7 hereof; (d) Seller on the Closing Date, the sale and issuance of the Shares to be issued at the Closing shall not be legally prohibited by any laws or regulations to which the Purchaser and the Company are subject. No law, regulation, order, judgment or injunction of any court or Governmental Authority of competent jurisdiction shall be in effect which prohibits the consummation of the transactions contemplated hereby and the Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreements (except for such as may be properly obtained subsequent to the Closing Date); (e) the Company shall have performed and complied with with, in all agreements required by material respects, all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them it on or prior to before the Closing.; (ef) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller President of the Share Purchase contemplated hereby Company or other authorized officer acceptable to Purchaser shall deliver at the Closing a certificate stating that the conditions specified in Section 9 have been fulfilled and stating that there shall have been obtained no material adverse change in the business, assets or madefinancial condition of the Company taken as a whole since September 30, 2000; (g) the Company's Secretary shall execute and deliver at the Closing a certificate attaching the resolutions authorizing the transactions contemplated by the Transaction Documents; (h) the Company shall have complied with the terms and conditions of Section 6 of the Shareholders Agreement and Sections 2(g) and 11 of the Registration Rights Agreement; and (i) Purchaser shall have received the favorable opinion of Kirkxxxx & Xllix, xxtside counsel to the Company, in form and substance reasonably satisfactory to Purchaser, covering the matters set forth on Exhibit 7 attached hereto. The opinion of Kirkxxxx & Xllix xxxll be rendered to Purchaser at the request of the Company and shall be in full force and effectso state therein. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on the Closing Date shall be hereunder are subject to the satisfaction fulfillment or waiver prior to or at the Closing of each of the following conditionsconditions at or prior to the Closing: (a) Seller shall have delivered the Original Share Certificates. (b) The All representations and warranties set forth of Seller contained in Section 3.1 hereof this Agreement shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the Closing Date date of the Closing, and Seller shall then be true and correct in all material respects. (c) Since the date of this Agreement, none of the following shall have occurred: (i) improper conduct by Seller or any of its subsidiaries constituting fraud in connection with transactions with a significant supplier of inventory to Seller or any of its subsidiaries and (ii) violations of government contract laws, rules and practices committed by Seller or any of its subsidiaries that both (A) result in a termination or suspension of performance under a government prime or subcontract or debarment and (B) significantly impair the ability of Seller or any of its subsidiaries to conduct business as a government prime contractor or subcontractor. (d) There shall have been no material adverse change since June 30, 1998 in the Assets or the financial condition, results of operations, prospects or business of the Business taken as a whole; provided that the foregoing shall not include the termination of any Franchise Agreements due to the public announcement of this Agreement or the transactions contemplated hereby. (e) There shall be delivered to Purchaser a certificate executed by the chief executive officer and chief financial officer of Seller, dated the Closing Date Date, certifying, in their capacities as such officers, that the conditions set forth in paragraphs (a), (b), (c) and signed by Seller’s authorized signatories to such effect(d) of this Section 11 have been fulfilled. (cf) Seller shall have duly executed and delivered obtained evidence in form reasonably satisfactory to Purchaser that any Encumbrances on the Big Boy Representations CertificateAssets pursuant to the Credit Agreement have been or will, immediately following the Closing, be released by the lenders thereunder. (dg) The consummation of the transactions contemplated hereby shall not have been enjoined by any court or federal, state or foreign governmental agency, including, without limitation, the Department of Justice, the Federal Trade Commission or the SEC. (h) Seller shall have performed filed all reports and complied with satisfied all agreements required by this Agreement requests for additional information pursuant to be performed or complied with by them on or prior to the ClosingHart-Xxxxx, xxd all applicable waiting periods shall have expired. (ei) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby The consents set forth on Schedule 11(i) shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effecteffect and not subject to any condition that has not been satisfied or waived. (fj) No action Purchaser shall have been taken received the opinion of Irell & Manexxx XXX, counsel to Seller, substantially in the form of Exhibit F. (k) There shall not be a moratorium on commercial bank lending declared by a federal or threatened, New York State regulatory authority or other circumstances or state of facts constituting a disruption in the financial markets causing banks and no law shall exist or have been enacted, promulgated or issued or deemed applicable other financial institutions not to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyextend credit.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on perform in accordance with this Agreement and to consummate the Closing Date shall be transactions herein contemplated is subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions at or before the Closing: (a) Seller shall have delivered complied with and performed all of the Original Share Certificates.representations, warranties, agreements and covenants hereunder required to be performed by it prior to or at the Closing; (b) The representations and warranties set forth in Section 3.1 hereof There shall be true and correct as no pending or threatened legal action which, if successful, would prohibit consummation or require substantial rescission of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed transactions contemplated by Seller’s authorized signatories to such effect.this Agreement; (c) The business, aggregate properties and operations of Seller shall not have duly executed been materially adversely affected as a result of any fire, accident or other casualty or any labor disturbance or act of God or the public enemy, and delivered there shall otherwise have been no material adverse change to Purchaser the Big Boy Representations Certificate.business, aggregate properties, or operations of Seller since December 31, 1997; (d) Seller shall have performed delivered to Purchaser, at or before the Closing, the following documents, all of which shall be in form and complied with all agreements substance reasonably acceptable to the Purchaser and its counsel: (i) The instruments of transfer required by Sections 2.5 and 2.6; (ii) Releases (or copies thereof) of all liens, claims, charges, encumbrances, security interests and restrictions on Purchased Assets necessary to provide Purchaser with good, marketable and indefeasible title to each of the Purchased Assets at the Closing; (iii) Certified copies of the corporate actions taken by the Board of Directors and Shareholders of Seller authorizing the execution, delivery and performance of this Agreement to be performed or complied with by them on or Agreement; (iv) Certificates of Existence for Seller from the Secretary of State of Virginia dated no earlier than fifteen (15) days prior to Closing; (v) Opinion letter of Xxxxxxxx, Xxxx and Xxxxxxxxx, Richmond, VA for Seller containing the Closingopinion set forth in Exhibit _N_; (vi) Seller shall have entered into the Subordination Agreement in the form attached hereto as Exhibit "I"; (vii) Seller and the Shareholders shall have entered into the non-competition agreements set forth in Exhibits _L_, _L-1" and _L-2"; (viii) Shareholders shall have entered into the Employment Agreements set forth in Exhibits _K_ and _K-1"; (ix) The express conditions set forth in Section 13 have been satisfied or waived. (e) All consents, authorizations, orders and approvals of, filings or registrations with and Seller will execute the expiration Consent for Use of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or Similar Name as set forth in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectSection 9.19. (f) No action CCS&W, a Virginia general partnership, shall enter into a lease agreement with Purchaser for the Richmond, Virginia location as set forth in Exhibit _M_. (g) Purchaser shall have been taken received assurances in form and substance satisfactory to it (that may include insurance certificates) that Seller has made all provisions necessary under applicable law, with regard to an employer's obligation to provide for a continuation of health insurance and other benefits of any employee, who is not employed by Seller following termination of employment. (h) On or threatenedbefore the Closing Date, and if reasonably obtainable, or promptly thereafter, Seller shall provide to Purchaser copies of certificates from the appropriate taxing authority stating that no law shall exist Taxes are due to any state or have been enacted, promulgated or issued or deemed applicable other taxing authority with respect to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation Business of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebySeller.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed purchase the Interests on the Closing Date shall be is subject to the satisfaction (or waiver prior to or at by Purchaser) as of the Closing of each of the following conditions: (a) Seller Each of the representations and warranties made by Sellers in this Agreement shall have delivered be true and correct in all material respects when made and on and as of the Original Share CertificatesClosing Date as though such representations and warranties were made on and as of Closing Date. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller Sellers shall have performed or complied in all material respects with each obligation and complied with all agreements covenant required by this Agreement to be performed or complied with by them Sellers on or prior to before the Closing. (ec) All consentsNo order or injunction of any court or administrative agency of competent jurisdiction nor any statute, authorizationsrule, orders and approvals of, filings regulation or registrations with and executive order promulgated by any governmental authority of competent jurisdiction shall be in effect as of the expiration Closing which restrains or prohibits the transfer of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for the Interests or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase any other transaction contemplated hereby hereby. (d) No action, suit or other proceeding shall be pending which shall have been obtained brought by any person or madeentity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in form any material respect the purchase and substance reasonably satisfactory sale of the Interests or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to Purchasersuch purchase and sale or any other transaction contemplated hereby. (e) Purchaser shall have received evidence that the Additional Insolvency Opinion required to be delivered under Section 5.2.10(d) of the Mortgage Loan Agreement and Mezzanine Loan Agreements has been accepted by the Mortgage Lender, Mezzanine Lenders and shall be in full force and effectApproved Rating Agencies, as applicable. (f) No action Purchaser shall have been taken received all of the documents required to be delivered by Seller under Section 4.2. (g) There shall not have occurred any fire or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable other material casualty that causes damage to the transactions contemplated hereby by Hotel or any Governmental Authority portion thereof that would costs in excess of $15,000,000.00 to repair. (ih) make the consummation Subject to Section 2.3, Strategic shall have raised at least $210,000,000 of the transaction contemplated hereby illegal or substantially delay the consummation cash proceeds, net of any material aspect all fees and expenses associated therewith, from a public sale of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyshares of its capital stock.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) a. Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The b. All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph 6.1(b) such warranties and representations shall be deemed to be given without being limited to Seller's knowledge and without modification (by update or otherwise, as provided in Section 5.1(h) hereof); and c. The Tenant Estoppel Certificate from each Major Tenant at the Property shall have been delivered to Purchaser Purchaser. The delivery of said Tenant Estoppel Certificate from each Major Tenant at the Property shall be a certificate dated condition of Closing; however, the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificate from each Major Tenant at the Property, Seller having used its good faith, commercially reasonable efforts to obtain the same from each Major Tenant at the Property, shall not constitute a default by Seller under this Agreement. d. The Xxxx Buildout shall have been completed and the tenant under the Xxxx Lease shall have accepted delivery of its premises. In the event any condition in this Section 6.1 has not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller as the same may be extended or postponed as provided in this Agreement), Purchaser shall have duly executed and delivered the right to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (aa.) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (bb.) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller date of this Agreement and the consummation as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall be deemed to be given without being limited to Seller's knowledge and without modification (by Seller of the Share Purchase contemplated hereby update or otherwise, as provided in Section 5.1(h) hereof); (c.) A Tenant Estoppel Certificate executed by each Tenant shall have been obtained delivered to Purchaser on or madebefore the date which is five (5) days prior to the Closing Date in accordance with the terms of Section 4.3(c) hereof, with such estoppel certificate to be in the form attached hereto as EXHIBIT “H” and otherwise in form and substance reasonably satisfactory required by the applicable Lease. The delivery of said Tenant Estoppel Certificates shall be a condition of Purchaser’s obligation to Close, but the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates from the Tenants, Seller having used commercially reasonable efforts to obtain the same from such tenant(s) under the Leases, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary contained herein, if Seller has been unable to obtain and deliver to Purchaser by Closing the Tenant Estoppel Certificates meeting the requirements set forth above, then, at the option of Purchaser, this condition to Closing may be satisfied by Seller’s execution and delivery to Purchaser at Closing, on behalf of any one or more tenants which have failed to provide the required Tenant Estoppel Certificate an estoppel certificate substantially in the form attached hereto as Schedule 11 (“Seller’s Estoppel”) (provided that Seller’s Estoppels cannot be delivered with respect to tenants occupying more than twenty-five percent (25%) of the aggregate net rentable square footage of all of the Improvements); and provided that Seller’s liability under any such Seller’s Estoppel so executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser after Closing of a duly executed Tenant Estoppel Certificate from the tenant under the applicable Lease covered in such Seller’s Estoppel. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser’s sole and exclusive remedy shall be to terminate this Agreement by written notice to Seller on or before Closing Date (as same may be extended or postponed as provided in full force this Agreement) and, receive back the Xxxxxxx Money and effect. to receive a reimbursement from Seller for its actual, out of pocket third party costs and expenses incurred by Purchaser in connection with this Agreement and its inspections of the Property in an amount not to exceed Thirty Thousand and No/100 Dollars (f$30,000.00) No action or to waive the requirement for any further Tenant Estoppel Certificates. In the event Purchaser elects to terminate this Agreement pursuant to the terms of this Section 6.1 no party hereto shall have been taken any other or threatened, and no law shall exist further rights or have been enacted, promulgated or issued or deemed applicable to obligations under this Agreement except for those provisions of this Agreement which by their express terms survive the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation termination of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebythis Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations ----------------------------------------------- of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered to Purchaser all of the Original Share Certificates.items required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof; (b) The Seller shall have performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (c) All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date be given without being limited to Seller's knowledge and signed without modification (by Seller’s authorized signatories to such effect. (cupdate or otherwise, as provided in Section 5.1(i) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate.hereof); (d) Seller No petition for bankruptcy, reorganization or arrangement pursuant to the Federal Bankruptcy Act has been filed after the Effective Date by or against any tenant leasing 5,000 rentable square feet or more at the Property, and no tenant leasing 5,000 rentable square feet or more at the Property has given Seller, after the Effective Date, written notice of the early termination of its Lease; and (e) Tenant Estoppel Certificates from the Major Tenant and from tenants occupying not less than eighty percent (80%) of the aggregate net rentable square footage of the Improvements leased to the other tenants of the Property (i.e., exclusive of the Major Tenant) shall have performed been delivered to Purchaser, with each such estoppel certificate (i) to be substantially in the form attached hereto as EXHIBIT "I" (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein), (ii) to be dated within thirty (30) days prior to the Closing Date (unless the final date for Closing is extended by Purchaser as provided in Section 2.6 hereof, in which case the number of days that the final date for Closing is extended shall be added to such thirty [30] days), (iii) to confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and complied (iv) to confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary contained herein, if Seller has been unable to obtain and deliver to Purchaser by Closing the applicable percentage of Tenant Estoppel Certificates meeting the requirements set forth above, then, at the option of Seller, this condition to Closing may be satisfied by Seller's execution and delivery to Purchaser at Closing, on behalf of any one or more tenants which have failed to provide the required Tenant Estoppel Certificate an estoppel certificate substantially in the form attached hereto as SCHEDULE 11 ("Seller's Estoppel") (provided that Seller's Estoppels cannot be delivered with ----------------- respect to tenants occupying more than fifteen percent (15%) of the aggregate net rentable square footage of all agreements required of the Improvements); and provided that Seller's liability under any such Seller's Estoppel so executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser after Closing of a duly executed Tenant Estoppel Certificate from the tenant under the applicable Lease covered in such Seller's Estoppel. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect.knowledge and without modification (by update or otherwise, as provided in Section 5.1(i) hereof); (c) Seller A Tenant Estoppel Certificate from the tenant under the Lease shall have duly executed and been delivered to Purchaser no later than December 1, 2005, with such estoppel certificate (i) to be substantially in the Big Boy Representations form attached hereto as EXHIBIT “K” (or if the Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein); provided, however, that at the option of Purchaser in its sole discretion, any modification by the tenant of Paragraphs 5, 6 and/or 7 of the form of estoppel attached hereto as Exhibit “K” shall be deemed to constitute a failure of this condition to Closing, (ii) to be dated within thirty (30) days prior to the Closing Date, (iii) to confirm the terms of the applicable Lease as contained in the copies of the Lease obtained by or delivered to Purchaser, and (iv) to confirm the absence of any defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificate from the tenant under the Lease shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificate. , Seller having used its good faith efforts to obtain the same from the tenant under the Lease, shall not constitute a default by Seller under this Agreement; and PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 24 In the event any condition in this Section 6.1 has not been satisfied (dor otherwise waived in writing by Purchaser) Seller prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), Purchaser shall have performed and complied with all agreements required by the right, in its sole discretion, to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on the Closing Date shall be under this Agreement are subject to the satisfaction fulfillment or waiver satisfaction, prior to or at the Closing Closing, of each of the following conditionsconditions precedent: (ai) Seller Purchaser shall have delivered received (A) the Original Share Certificates.written approval of this Agreement and the transactions contemplated hereby by each of the Brewers; and (B) a letter issued by the Brewers and addressed to Purchaser which appoints Purchaser as the distributor on an exclusive basis for all Products for the Territory and the trade accounts located therein; (bii) In the event the consent specified in paragraph 9(a)(i) is subject to the execution of a distribution agreement between any of the Brewers and Purchaser, then the negotiation, execution and delivery of such agreement by and between each such respective Brewer and Purchaser, all ix xxxx and substance reasonably satisfactory to Purchaser and its counsel, and, in the case of Pabst, on terms substantially similar to Oak's existing distribution agreement with Pabst; (iii) The representations and warranties set forth of Seller contained in Section 3.1 this Agreement, the Disclosure Schedule and in any schedule, certificate or document delivered by Seller to Purchaser pursuant to the provisions hereof shall have been true and accurate on the date hereof, or when made, without regard to any schedule updates furnished by Seller after the date hereof and shall be true and correct as of accurate on the Closing Date with the same effect as though such representations and Seller shall have delivered warranties were made as of such date, except where such inaccuracy results in Damages to Purchaser a certificate dated not to exceed Twenty Thousand Dollars ($20,000.00) in the Closing Date and signed by Seller’s authorized signatories to such effect.aggregate; (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (div) Seller shall have performed and complied with all agreements agreements, covenants and conditions required by this Agreement to be performed or complied with by them it on or prior to the date specified; if no date is specified, then prior to or at the Closing.; (ev) All consentsPurchaser shall have received a certificate from Seller dated the Closing Date, authorizations, orders certifying that the conditions specified in paragraphs (iii) and approvals of, filings or registrations with (iv) hereof and the expiration covenants set forth in paragraph 8(a) have been fulfilled; (vi) Except as expressly set forth in the Business Plan, the Distribution Business and Capital Acquired Assets shall not have been and shall not be threatened to be materially adversely affected in any way including, without limitation, Seller's liabilities exceeding the Purchase Price, as a result of any event or occurrence; (vii) Seller shall have complied with all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection applicable rules and regulations of the SEC with respect to the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would hereby; and (iviii) make the consummation Seller shall have delivered to Purchaser all of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyitems set forth in paragraph 10(b).

Conditions Precedent to Purchaser’s Obligations. The obligations ----------------------------------------------- of Purchaser to be performed purchase the Purchased Stock and to consummate the transactions contemplated hereby are subject to and conditioned upon the satisfaction prior to or on the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditions:(unless waived in writing by Purchaser): (a) Seller All the terms and conditions of this Agreement to be complied with and performed by the Sellers on or before the Closing Date, including the delivery to Purchaser of all consents, documents and instruments required to be delivered to the Purchaser under the terms of this Agreement, shall have delivered the Original Share Certificates.been materially complied with and materially performed; (b) The All representations and warranties set forth by the Sellers which are contained in Section 3.1 hereof this Agreement or in any written document executed and delivered by the Sellers pursuant hereto or in connection herewith shall be true and correct in all material respects when made and, except for representations and warranties which relate to a specific earlier date, at and as of the Closing Date as though such representations and Seller shall have delivered to Purchaser a certificate dated warranties were made at and as of the Closing Date and signed by Seller’s authorized signatories to such effect.Date; (c) Seller Since the date of this Agreement, there shall not have duly executed and delivered to Purchaser the Big Boy Representations Certificate.been any Material Adverse Change; (d) Seller Purchaser shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller received a certificate of the Share Purchase contemplated hereby shall have been obtained or madeSellers, in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, certifying, in such detail as Purchaser may reasonably request, to the fulfillment of the conditions specified in paragraphs (a), (b) and (c) of this Section 5.1; (e) Purchaser shall be have received the stock certificates and stock powers referred to in full force Section 1.2, in form and effect.substance reasonably satisfactory to Purchaser and its counsel, sufficient to transfer to Purchaser the Purchased Stock as contemplated by this Agreement and the resignations set forth in Section 1.2; (f) No action There shall have been taken be no suits, actions, litigation or threatenedother legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the knowledge of Purchaser or its counsel, threatened against Purchaser which seek to delay, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby; and no law there shall exist not be any statute, rule or have been enactedregulation enacted or any opinion, promulgated order or directive issued or deemed applicable which would render Purchaser unable to consummate the transactions contemplated hereby or render such transactions illegal; (g) Required Consents shall have been obtained by any Governmental Authority that would Sellers or the Purchaser, as applicable, in writing to the reasonable satisfaction of Purchaser before the Closing Date and delivered to Purchaser on or before the Closing Date; (h) Sellers shall have obtained and delivered to Purchaser releases in form and substance satisfactory to Purchaser from all lenders, lessors and other persons and entities terminating all mortgages, pledges, liens, charges, restrictions, easements and other encumbrances on the Included Assets, other than Permitted Liens; (i) make The Stock Escrow Agreement and Operating Capital Escrow Agreement shall have been duly executed and delivered by Sellers and the consummation Escrow Agent; (j) Sellers shall have delivered to Purchaser the legal opinion of Xxxxxx & Xxxxxx, in the form of Exhibit E hereto; --------- (k) The Purchaser and the Sellers shall have restructured the obligations of the transaction contemplated hereby illegal or substantially delay Company to debis Financial Services, Inc. on terms and conditions mutually acceptable to the consummation Purchaser and the Sellers in all respects; and (l) The Employment Agreement shall have been duly executed and delivered by Purchaser and the individual referred to in Section 4.16 of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebythis Agreement.

Conditions Precedent to Purchaser’s Obligations. The All obligations of the Purchaser under this Agreement, including but not limited to be performed on those to purchase the Closing Date shall be Glyko Shares, to assume the Employee Options and to sell to Vendor the BioMarin Shares, are subject to the satisfaction or waiver fulfillment prior to or at the Closing of each of the following conditions: (a) Seller Purchaser shall have delivered the Original Share Certificates. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct received from Vendor a certificate, dated as of the Closing Date Date, signed by the President of Vendor, stating that the representations and Seller shall have delivered to Purchaser a certificate dated warranties made by the Vendor in or under this Agreement are true in all material respects on and as of the date of the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them that, on or prior to the Closing, Vendor has complied with all covenants and agreements herein agreed to be performed or caused to be performed by it on or prior to the Closing Date. (b) On or before the Closing Date there shall have been obtained from all appropriate Federal, provincial, state, municipal, foreign or other governmental or administrative bodies all such approvals and consents, if any, in form and terms satisfactory to the Purchaser, as may be required in order to permit the change of ownership of the Glyko Shares. (c) On or before the Closing Date the Vendor and Glyko, Inc. shall have settled all inter-company debt and equity accounts. (d) Purchaser shall have received from Vendor a copy of this Agreement duly executed on behalf of Vendor with all schedules attached thereto completed to the mutual satisfaction of Purchaser and Vendor. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller Purchaser shall have received from Vendor an executed copy of the Share Purchase contemplated hereby Amended and Restated Registration Rights Agreement attached hereto as Schedule "E." (f) Purchaser shall have been obtained or made, received from counsel to Vendor an executed legal opinion in a form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (fg) No action Vendor shall have been taken delivered, subject to the provisions of Section 2.4 hereof, the Glyko Shares together with such executed documentation as is necessary and appropriate to the effect the transfer of ownership of the Glyko Shares from Vendor to Purchaser. In case any of the foregoing conditions cannot be fulfilled on or threatenedbefore the Closing Date to the satisfaction of the Purchaser, the Purchaser may rescind this Agreement by notice to the Vendor and in such event each of the Purchaser and the Vendor shall be released from all obligations hereunder; provided, however, that any such conditions may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non-fulfillment of any other condition or conditions, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to that the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation closing of the transaction Transaction as contemplated hereby illegal or substantially delay the consummation by this Agreement shall be deemed to be a waiver of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyunfulfilled conditions.

Conditions Precedent to Purchaser’s Obligations. The obligations Purchaser acknowledges and agrees that Purchaser has completed its due diligence of the Property. However, the obligation of Purchaser to be performed purchase the Property on the Closing Date shall be is subject to the satisfaction (or waiver prior to or at by Purchaser) as of the Closing of each of the following conditions, provided that Purchaser may waive such conditions in its sole discretion: (a) Seller shall have delivered the Original Share Certificates. (bi) The representations and warranties set forth made by Sellers in Section 3.1 hereof 3.1(a) and Section 12.1 shall be true and correct in all respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date and Seller (ii) each of the other representations and warranties made by Sellers in this Agreement shall have delivered to Purchaser a certificate dated be true and correct when made and on and as of the Closing Date as though such representations and signed by Seller’s authorized signatories warranties were made on and as of the Closing Date except (x) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date and (y) in the case of clause (ii), where the failure of such representations or warranties to such effectbe true and correct (without giving effect to any “materiality” or “Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (cb) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller Sellers shall have performed or complied in all material respects with each obligation and complied with all agreements covenant required by this Agreement to be performed or complied with by them Sellers on or prior before the Closing and which is not otherwise specifically referred to as a condition to closing in this Section 5.2. (c) Sellers shall have delivered to Purchaser a certificate dated as of the Closing Date and signed by an executive officer of Sellers certifying to the effect that the conditions set forth in Sections 5.2(a) and 5.2(b) have been satisfied. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Entity of competent jurisdiction (whether temporary, preliminary or permanent) shall be in effect as of the Closing, which has the effect of making the purchase and sale of the Property or the transactions contemplated herein illegal or otherwise preventing or prohibiting the purchase and sale of the Property or the transactions contemplated herein or otherwise restraining, enjoining, preventing, prohibiting or making illegal the purchase and sale of the Property or the transactions contemplated herein. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of Purchaser shall have received all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory documents required to Purchaser, and shall be in full force and effectdelivered by Sellers under Section 6.3. (f) No action With respect to the Existing Loans that are not Assumed Loans, such Existing Loans shall have been taken or threatened, paid in full and no law the lien created by such Existing Loans shall exist or have been enacteddischarged of record concurrently with the Closing (or, promulgated or issued or deemed if any such lien is not so discharged but the Title Company insures over it, Sellers shall have provided Purchaser with reasonably satisfactory evidence that such lien will be discharged of record promptly after the Closing). (g) The Required Governmental Consents listed on Schedule 1.1(l) of the Disclosure Letter to be obtained prior to Closing shall have been obtained and the Required Filings listed on Schedule 1.1(k) of the Disclosure Letter to be made prior to Closing shall have been made. (h) The OpCo Lease Agreement shall have been executed and delivered by E and its applicable to the transactions contemplated hereby by any Governmental Authority that would Affiliate. (i) make Any waiting period (and any extension thereof) applicable to the consummation of the transaction transactions contemplated hereby illegal by this Agreement under the HSR Act shall have expired or substantially delay been terminated, and any approval required under the consummation of any material aspect HSR Act shall have been obtained. (j) (i) The representations and warranties made by E in Section 3.3(a) and Section 12.1 shall be true and correct in all respects when made and on and as of the transaction contemplated hereby, or Closing Date as though such representations and warranties were made on and as of the Closing Date and (ii) render Seller unable each of the other representations and warranties made by E in this Agreement shall be true and correct when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date except (x) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date and (y) in the case of clause (ii), where the failure of such representations or warranties to consummate be true and correct (without giving effect to any “materiality” or “Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the transaction contemplated herebyaggregate, a Material Adverse Effect. (k) E shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by E on or before the Closing and which is not otherwise specifically referred to as a condition to closing in this Section 5.2. (l) E shall have delivered to Purchaser a certificate dated as of the Closing Date and signed by an executive officer of E certifying to the effect that the conditions set forth in Sections 5.2(j) and 5.2(k) have been satisfied. Notwithstanding anything in this Agreement to the contrary, if the representations and warranties relating to the Leases and Material Contracts set forth in Section 3.1 and the status of its tenants and contract parties thereunder (other than the Sellers) were true and correct as of the date of this Agreement, no change in circumstance or status of such tenants or contract parties (e.g. defaults, bankruptcies or other adverse matters relating to such tenants or contract parties) occurring after the date hereof shall permit the Purchaser to terminate this Agreement or constitute grounds for the Purchaser’s failure to close.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on consummate the Closing Date shall be subject to the satisfaction at or waiver prior to or at the Closing of within the time periods pursuant to which each of the following conditions:conditions is required to be met pursuant to this Agreement and recognizing that time is of the essence (to the extent noncompliance is not waived in writing by Purchaser in Purchaser's sole and absolute discretion): (a) The representations and warranties made by the Seller in or pursuant to this Agreement shall have delivered be true and correct in all material respects when made and at and as of the Original Share CertificatesClosing Date with the same effect as though such representations and warranties had been made or given at and as of the Closing Date. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as form of the Closing Date and Seller Purchase Approval Order shall have delivered (x) be acceptable to Purchaser a certificate dated and to BNYFC, (y) provide for the proceeds to be paid at Closing Date to BNYFC, minus such amounts, if any, as BNYFC may agree in its sole and signed by absolute discretion to contribute to Seller’s authorized signatories to such effect's estate. (c) The Seller shall have duly executed assumed and delivered assigned to Purchaser in accordance with the Big Boy Representations Certificate.applicable provisions of the Bankruptcy Code, the Assumed Executory Contracts and, to the extent permitted by applicable law, any permits and licenses which are listed on Schedule D hereto; (d) Seller The Purchaser shall be satisfied, in its reasonable discretion, that there shall have performed been no material adverse change in the Purchased Assets or in the Company's business or business prospects (and complied with all agreements required by this no adverse ruling of the Bankruptcy Court regarding the Contractor Agreement and Lease Agreements between Seller and National Resource Recovery Ltd. referred to be performed or complied with by them on or prior to Schedule D attached hereto that would affect the Closing.assignment thereof) since the date hereof; (e) All consentsA closing no later than May 28, authorizations1999, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery unless such date is extended by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or madePurchaser, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect.its sole discretion; (f) No action The bankruptcy estates of the Company provide releases of any and all claims that they may have of any kind or nature against BNYFC; (g) The letter agreement between Seller and BNYFC dated April 15, 1999 has been approved as part of the Purchase Approval Order by the Bankruptcy Court; (h) Seller shall have continued to pay all of the accounts payable and taxes of the Company as they become due up to the Closing Date; and (i) BNYFC shall have agreed to provide Purchaser with a loan sufficient to pay the Purchase Price, including all adjustments and assumed liabilities, and provide working capital for the continued operations, all under terms and conditions satisfactory to Purchaser and to be advanced on or before the Closing Date. (j) A competitive bid procedure whereby competing bidders may submit competing bids (each, a "Competing Bid") shall have been taken or threatenedheld in compliance with the Bid Procedure Order entered by the Bankruptcy Court on April 29, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby1999.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on hereunder are subject, at the Closing Date shall be subject option of Purchaser, to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions at or prior to the Closing, and Seller shall use their best efforts to cause each such condition to be so fulfilled: (a) Seller shall have delivered the Original Share Certificates. (b) The a. All representations and warranties set forth of each of the Seller contained in Section 3.1 hereof this Agreement, in any Schedule hereto, in any agreement entered into pursuant hereto or in connection herewith, in the Financial Statements, in the Tax Basis Information, in the Closing Date Tax Basis Information, or in any Agreement Certificate shall be true and correct when made, shall be deemed to have been made again at and as of the Closing Date Closing, and shall then be true and correct in all material respects. b. All covenants, agreements and obligations required by the terms of this Agreement to be performed by each of the Company and Seller at or before the Closing shall have been duly and properly performed. c. Since the Balance Sheet Date, there shall not have occurred any material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company. d. All approvals of governmental agencies and authorities necessary to enable the Company to consummate the transactions contemplated hereby and to enable Purchaser to continue to conduct the business of the Company as conducted immediately prior to the Closing shall have been obtained. e. There shall be delivered to Purchaser a certificate executed by both the Company and the Seller, dated the Closing Date Date, certifying that the conditions set forth in paragraphs (a), (b),(c), (d), (h), (i), (k) and signed by Seller’s authorized signatories to (l) of this Section 11 have been fulfilled and stating that such effectcertificate is an Agreement Certificate. (c) Seller shall have duly executed and f. All documents required to be delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on at or prior to the ClosingClosing shall have been so delivered. g. No action or proceeding shall have been threatened, instituted or pending before any court or governmental agency or other regulatory or administrative agency or commission, by any governmental agency or other regulatory or administrative agency or commission or by any other person, (ei) All consents, authorizations, orders and approvals of, filings challenging the acquisition by Purchaser or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation sale by Seller of the Share Purchase contemplated hereby shall have been obtained Sportshow Shares or madeany material portion of the business of the Company, in form and substance reasonably satisfactory (ii) seeking to prohibit Seller's sale or Purchaser's purchase, ownership or operation of all or a significant portion of the assets or business of the Company, or to compel Purchaser to dispose of a significant portion of the Company's assets or business or any assets or business of Purchaser, and shall be in full force and effect. or (fiii) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to otherwise materially adversely affecting the transactions contemplated hereby by any Governmental Authority that would (i) make or the consummation agreements entered into pursuant hereto or in connection herewith or the assets or business of the transaction contemplated hereby illegal Company, or substantially delay the consummation of any material aspect Purchaser's operation of the transaction business of the Company. h. The Company will not have committed any act which violates any environmental regulation which could reasonably be expected to have an adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business, operations or prospects of the Company or Purchaser or the transactions contemplated herebyby this Agreement which would be material or, in any event, exceed (pound)10,000, or (ii) render Seller unable would be cause for any such government or agency to consummate impose any lien or encumbrance upon the transaction contemplated herebyCompany, its business, Purchaser or the assets transferred pursuant to this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on purchase the Closing Date Purchased Assets shall be subject to the satisfaction following conditions (all or waiver prior to any of which may be waived, in whole or at the Closing of each of the following conditions:in part, by Purchaser): (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth made by Seller in Section 3.1 hereof 6, except those representations and warranties which arc expressly limited to facts and circumstances as of the Effective Date, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and Seller shall have executed and delivered to Purchaser a certificate dated as of the Closing Date and signed by Seller’s authorized signatories to such the foregoing effect.; (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (db) Seller shall have performed all covenants and complied with all agreements obligations required by this Agreement to be performed or complied with by them Seller on or prior before the Closing Date; (c) Seller shall have terminated the employment of all employees and provided all notices required under WARN with respect to the Closing.such termination; (d) Purchaser shall have received all necessary Gaming Approvals; (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Purchaser shall have been obtained entered into a New Master Lease or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect.have evidence of an Assignment of Master Lease; (f) No action Seller shall have been taken or threatenedoperated and maintained the Business and the Purchased Assets in the ordinary course of business until the Closing. The quantity and condition of the Personal Property on the Closing Date shall, in all material respects, be the same as on the Effective Date, reasonable wear and no law tear excepted; and (g) Seller shall exist or have been enacted, promulgated or issued or deemed applicable delivered to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation Escrow Holder all of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebySeller’s Closing Deliveries.

Conditions Precedent to Purchaser’s Obligations. The obligations 9.1 Purchaser's Conditions Precedent Notwithstanding anything herein ---------------------------------- contained, the obligation of the Purchaser to be performed on complete the Closing Date shall be subject to purchase of the satisfaction or waiver prior to or at Assets is conditional upon the Closing of each fulfillment of the following conditionsconditions precedent: (a) Seller shall have delivered the Original Share Certificates. (b) The representations and warranties set forth of the Vendor contained in Section 3.1 this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and correct as of the Closing Date with the same effect as though such representations and Seller shall have delivered to Purchaser a certificate dated warranties had been made on and as of the Closing Date Date, except: (i) to the extent that any of such representations and signed warranties have been waived by Seller’s authorized signatories the Purchaser or affected by the transactions between the parties contemplated hereby; or (ii) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such effect.date or period; (cb) Seller shall have duly executed all of the covenants, agreements and delivered to Purchaser deliveries of the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement Vendor to be performed or complied with by them on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed or complied with, except to the extent that such performance or compliance has been waived by the Purchaser or is prevented by a default by the Purchaser in the performance of its obligations hereunder; (c) all consents or approvals required to be obtained by the Vendor for the purpose of selling, assigning or transferring the Assets have been obtained; (d) since the date hereof and prior to the Closing.Closing Date no substantial damage by fire, negligence or otherwise to the Assets shall have occurred which materially and adversely affects any of the Assets; (e) All consentsThe Purchaser shall be satisfied, authorizationsacting reasonably, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with that the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by herein will not constitute defaults under any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyMaterial Contracts.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on the Closing Date shall be subject to the satisfaction or waiver prior to or hereunder and at the Closing are subject, at the option of Purchaser, to the fulfillment of each of the following conditionsconditions at the time of the Closing, and Sellers shall exert their best efforts to cause each such condition to be so fulfilled: (a) Seller All representations and warranties of Sellers contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have delivered been made again at and as of the Original Share Certificatesdate of the Closing and shall then be true and correct in all material respects except for changes in the ordinary course of business after the date hereof in conformity with the covenants and agreements contained herein. (b) The representations All covenants, agreements and warranties set forth in Section 3.1 hereof shall obligations required by the terms of this Agreement to be true and correct as of performed by Sellers at or before the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date been duly and signed by Seller’s authorized signatories to such effectproperly performed in all material respects. (c) Seller There shall not have duly executed and delivered to Purchaser occurred any material adverse change in the Big Boy Representations Certificatecondition (financial or otherwise), business, properties, or assets of the Company. (d) Seller shall have performed and complied with all agreements All documents required by this Agreement to be performed or complied with by them on delivered to Purchaser at or prior to the ClosingClosing shall have been so delivered. (e) All consentsPurchaser shall have received an opinion of Seller's counsel, authorizations, orders and approvals of, filings or registrations with and dated the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller date of the Share Purchase contemplated hereby shall have been obtained or madeClosing, in form and substance reasonably satisfactory acceptable to Purchaser, and shall be in full force and effect. (f) No action Sellers shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable obtained written consents to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation transfer or assignment to Purchaser of all consignment agreements, licenses, leases and other material contracts of the transaction contemplated hereby illegal or substantially delay Company (other than immaterial purchase and sales borders in the consummation ordinary course of business) where the consent of any material aspect other party to any such contract may, in the reasonable opinion of the transaction contemplated herebyPurchaser's counsel, be required for such assignment or transfer. (iig) render Each Seller unable shall have delivered all other documents required to consummate the transaction contemplated hereby.be delivered on Exhibit C.

Conditions Precedent to Purchaser’s Obligations. The Seller acknowledges that as a condition precedent to Purchaser’s obligations of Purchaser to be performed hereunder, the following shall occur on or before the Closing Date shall Date, any of which conditions may be subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionswaived by Purchaser in its sole discretion: (a) Seller shall Purchaser will have delivered been able to obtain all necessary approvals, licenses, variances, building, or other permits necessary for the Original Share Certificatesuses of the Property for Purchaser’s intended purpose, including, without limitation, any and all approvals from the Colorado Marijuana Enforcement Division and applicable local regulatory agencies, to the extent required under any applicable law. (b) The representations Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Extended Owner’s Policy of Title Insurance, insuring Purchaser as owner of fee simple title to the Property, in the amount of the Purchase Price, and warranties subject only to the Permitted Title Exceptions (the “Title Policy”). (c) Each and every representation and warranty of Seller set forth in Section 3.1 hereof 12 shall be true and correct as of the Closing Date in all material respects, and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificatenot be in default under any of its other obligations under this Agreement, as of Closing. (d) Seller shall There have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior not occurred, subsequent to the Closingeffective date of this Agreement, any material or adverse change in (i) the zoning of the Property; (ii) the title to the Property, (iii) the availability of access to the Property, (iv) the availability to the Property of sewer, water, electricity, gas or any other utilities, or (v) the occupancy of the Property. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby The Existing Lease shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectterminated. (f) No action All conditions precedent to the closing under that certain Asset Purchase Agreement by and among Medicine Man Technologies, Inc., a Nevada corporation, Purchaser and SCG Services, LLC, a Colorado limited liability company (the “SCG Purchase Agreement”) shall have been taken or threatened, and no law occurred such that the closing under the SCG Purchase Agreement shall exist or occur approximately concurrently with the Closing. Should any of the foregoing conditions fail to have been enactedmet on or before September 24, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby2021, or (ii) render Seller unable to consummate the transaction contemplated herebyPurchaser, at its option, may terminate this Agreement.

Conditions Precedent to Purchaser’s Obligations. The performance of the ------------------------------------------------ obligations of Purchaser to be performed on under this Agreement are subject, at the Closing Date shall be subject election of Purchaser, to the satisfaction fulfillment or written waiver prior to or at the Closing of each of the following conditions:conditions on or before the Closing, the failure of any one of which conditions shall give the Purchaser the right to terminate this agreement prior to the Closing Date. (a) Seller All proceedings taken in connection with the transactions contemplated by this Agreement and all instruments and documents required in connection therewith or incident thereto shall have delivered the Original Share Certificatesbe reasonably satisfactory in form and substance to Purchaser. (b) The representations and warranties set forth of the Seller and Company contained in Section 3.1 hereof this Agreement, the Disclosure Schedule or in any certificate or document delivered to Purchaser pursuant hereto shall be true and correct as of on the date hereof and shall be deemed to have been made again on the Closing Date and Date. (c) No bona fide litigation or proceeding shall be pending or threatened to restrain, set aside or invalidate the transactions contemplated by this Agreement. (d) The Company or Seller shall have delivered to Purchaser a certificate dated the documents required to be delivered hereunder, including those to be delivered at the Closing Date and signed by Seller’s authorized signatories pursuant to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the ClosingSection ~~8.1 hereof. (e) All consents, authorizations, orders and approvals of, filings or registrations with Purchaser shall have satisfactorily completed its due diligence as provided for in Section ~~6.1 herein and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Purchaser shall have been obtained or made, satisfied in form and substance reasonably satisfactory to Purchaserall respects, and in its sole discretion, with the condition of the Company. (f) The Purchaser shall be have satisfied itself that all licenses and accreditations required by the Company for the operation of its business are in full force and effect. (f) No action shall have been taken or threatened, particularly the accreditation by the Accreditation Council for Continuing Medical Education, and no law shall exist or have been enactedthat, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make following the consummation of the transaction transactions contemplated hereby illegal or substantially delay by this Agreement, the consummation of Purchaser shall continue to enjoy the same rights and privileges with respect to the licenses and accreditations. (g) The Company shall have been released from any material aspect of liability for Seller's obligations. (h) The Purchaser shall have secured satisfactory arrangements with Kenneth Meyer and Erin Casey xxx xxxxx xxntinuxx xxxxxxxent with the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyCompany.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect.knowledge and without modification (by update or otherwise, as provided in Section 5.1(g) hereof); and (c) Seller Tenant Estoppel Certificates from the two largest tenants plus such additional tenants which, together with the two largest tenants, lease 80% of the total leased space within the Real Property shall have duly executed and been delivered to Purchaser Purchaser, with each such estoppel certificate (i) to be substantially in the Big Boy Representations Certificateform attached hereto as EXHIBIT “K”; (ii) to confirm the terms of the applicable Lease as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iii) to confirm the absence of any defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates from such requisite number of tenants under the Leases shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates from any tenant, Seller having used its good faith efforts to obtain the same from such tenant(s) under the Leases, shall not constitute a default by Seller under this Agreement. (d) Seller Purchaser shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to obtained the ClosingAssociation Estoppel Certificate from the Association substantially in the form attached hereto as EXHIBIT “L”. (e) All consents, authorizations, orders and approvals of, filings or registrations with The Property and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller common elements of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and Condominium shall be in full force substantially the same physical condition as they are as of the Effective Date, ordinary wear and effect. tear and damage by casualty excepted (fit being acknowledged that damage to the Property by casualty is governed by Section 7.1 hereof). In the event any condition in this Section 6 has not been satisfied (or otherwise waived in writing by Purchaser) No action prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), Purchaser shall have been taken or threatenedthe right, and no law shall exist or have been enactedin its sole discretion, promulgated or issued or deemed applicable to terminate this Agreement by written notice to Seller given prior to the transactions contemplated hereby by any Governmental Authority that would Closing, whereupon (i) make Escrow Agent shall return the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or Xxxxxxx Money to Purchaser; and (ii) render Seller unable to consummate except for those provisions of this PURCHASE AND SALE AGREEMENT 00 XXXXX XXXXXXXX XXXXXXX, XXXXXXX Agreement which by their express terms survive the transaction contemplated herebytermination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered to Purchaser all of the Original Share Certificates.items required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof; (b) The Seller shall have performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (c) All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect. knowledge and without modification (cby update or otherwise, as provided in Section 5.1(i) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate.hereof); (d) Seller Tenant Estoppel Certificates from tenants occupying not less than eighty percent (80%) of the aggregate net rentable square footage of all of the Improvements located on the Property shall have performed been delivered to Purchaser, with each such estoppel certificate (i) to be substantially in the form attached hereto as EXHIBIT “I” (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein), (ii) to be dated within sixty (60) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and complied (iv) to confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary contained herein, if Seller has been unable to obtain and deliver to Purchaser by Closing the applicable percentage of Tenant Estoppel Certificates meeting the requirements set forth above, then, at the option of Seller, this condition to Closing may be satisfied by Seller’s execution and delivery to Purchaser at Closing, on behalf of any one or more tenants which have failed to provide the required Tenant Estoppel Certificate an estoppel certificate substantially in the form attached hereto as SCHEDULE 11 (“Seller’s Estoppel”) (provided that Seller’s Estoppels cannot be delivered with respect to tenants occupying more than twenty-five percent (25%) of the aggregate net rentable square footage of all agreements required of the Improvements); and provided that Seller’s liability under any such Seller’s Estoppel so executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser after Closing of a duly executed Tenant Estoppel Certificate from the tenant under the applicable Lease covered in such Seller’s Estoppel. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The Purchaser’s obligations of Purchaser to be performed on the Closing Date shall be subject to under this Agreement are conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the Closing Date: (a) Seller shall have delivered the Original Share Certificates. (b) The Seller’s representations and warranties set forth in Section 3.1 hereof this Agreement shall continue to be materially true and correct accurate, irrespective (for purposes of this Section 5.5(a) only) of any qualification therein for “Seller’s knowledge.” (b) Seller shall have performed all of its material obligations under this Agreement. (c) Subject to the provisions of Article VIII, the Transferred Property shall on the Closing Date be in the same condition as on the expiration of the Contingency Period except as attributable to ordinary wear and tear and depletion and replenishment of Consumables and Expendables in the ordinary course of business. (d) The Franchise Agreement, Tenant Lease and Management Agreement shall each be terminated as of the Closing Date and Seller shall have delivered deliver possession of the Property to Purchaser a certificate dated at the Closing Date free and signed clear of such Agreements (subject to the provisions of Section 5.6 below). If any of the foregoing conditions have not been satisfied as of the Closing Date, then Purchaser shall be entitled to terminate this Agreement by Seller’s authorized signatories giving Seller written notice to such effect. , whereupon Escrow Agent shall return the Xxxxxxx Money to Purchaser and the parties shall thereafter have no further rights or liabilities under this Agreement, except that (ci) Seller shall have duly executed and delivered to Purchaser pay the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration expenses of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to PurchaserEscrow, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable Purchaser shall continue to consummate be obligated under the transaction contemplated herebyindemnity provisions set forth in Section 1.3 above and the confidentiality provisions set forth in Section 9.13 below. In the event Purchaser elects not to terminate this Agreement, then such unsatisfied condition shall be deemed waived by Purchaser.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on the Closing Date shall be under this Agreement are subject to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditions: (a) Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties of Seller shall have delivered the Original Share Certificatesand Shareholder contained in this Agreement. (b) The Seller's and Shareholder's representations and warranties set forth contained in Section 3.1 hereof this Agreement shall be true at the time of Closing and correct as of the Closing Date all obligations and agreements required by this Agreement to be performed by Seller or Shareholder shall have been performed, and Seller and Shareholder shall have delivered to Purchaser a an appropriate certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller Purchaser or Purchaser's Designee, as appropriate, shall have duly executed and delivered obtained any licenses or permits required to Purchaser operate the Big Boy Representations Certificatebusiness at the Locations. (d) Seller shall have performed and complied with all agreements required by From the date of this Agreement to be performed the Closing Date, no material adverse change shall have occurred in Seller's business at the Locations, properties, prospects or complied with by them on or prior financial results, including any damage to the ClosingAssets, except as disclosed herein. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller None of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and parties hereto shall be in full force and effecta party to or have received notice of any suit to enjoin or restrain any or all of the transactions contemplated herein or to nullify or render ineffective all or any part of such transactions if accomplished. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make All consents required for the consummation of the transaction contemplated hereby illegal sale provided for herein shall have been obtained. (g) Purchaser shall have completed its financial, legal and business review of the Assets and the business at the Locations, and be satisfied in its sole discretion with the results thereof. (h) Purchaser shall have received the estoppel certificate and acknowledgments referred to in Sections 12(c) and 12(d), and shall have obtained a letter of commitment from Jurong Town Corporation for a lease for the Singapore Location. (i) Purchaser shall have received an opinion of Seller's counsel in form and consent satisfactory to Purchaser with respect to those matters set out on Exhibit 12(j). (j) The persons listed on Exhibit 12(k) shall have accepted employment with Purchaser after Closing, and Purchaser shall have obtained necessary work passes and permits for at least 50% of the foreign workers to be hired by Purchaser at the Singapore Location. (k) Purchaser's counsel shall have approved the form and substance of all bills of sale, assignments and other instruments of conveyance. If Purchaser proceeds with Closing, Purchaser shall be deemed satisfied that all conditions to its Closing shall have been met or substantially delay the consummation shall have waived such conditions, provided however, that Closing shall not constitute a waiver of any material aspect of the transaction contemplated hereby, breached representation or (ii) render Seller unable to consummate the transaction contemplated herebywarranty.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect.knowledge and without modification (by update or otherwise, as provided in Section 5.1(g) hereof); (c) Tenant Estoppel Certificates from each of the Major Tenants shall have been delivered to Purchaser, with each such estoppel certificate (i) to be substantially in the form attached hereto as EXHIBIT “L-1” (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein); provided, however, that Seller shall have duly executed and make such reasonable revisions to the form with respect to particular tenants as Purchaser shall request in writing to Seller on or before August 20, 2004, (ii) to be dated within forty five (45) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease as contained in the copies of the Leases obtained by or delivered to Purchaser, (iv) to confirm the absence of any material defaults under the applicable Lease as of the date thereof, and (v) not disclosing any other material adverse matters. The delivery of said Tenant Estoppel Certificates from the Major Tenants shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its good faith efforts to obtain the same from the tenants under the Leases, shall not constitute a default by Seller under this Agreement. Seller shall use its good faith efforts to obtain from Georgia-Pacific Corporation (with respect to the BlueLinx Corporation Lease) an estoppel letter confirming that Georgia-Pacific Corporation remains liable on such Lease and that to the knowledge of Georgia-Pacific Corporation, Georgia-Pacific Corporation has no defenses to such liability, but the delivery of such estoppel letter shall not be a condition of Closing, and the failure or inability of Seller to obtain and deliver said estoppel letter, Seller having used its good faith efforts to obtain the same from Georgia-Pacific Corporation, shall not constitute a default by Seller under this Agreement. Notwithstanding the foregoing to the contrary, in the event Seller uses its good faith efforts to obtain such estoppel letter from Georgia-Pacific Corporation, but Georgia-Pacific Corporation refuses to provide such estoppel letter, Seller shall notify Purchaser in writing of such refusal, and Purchaser shall have the Big Boy Representations Certificate.right to terminate this Agreement by giving written notice to Seller, within three (3) Business Days after Seller’s notice, of such election to terminate. If Purchaser gives such written notice within such three (3) Business Day period terminating this Agreement pursuant to the sentence immediately preceding this sentence, Escrow Agent shall pay the Xxxxxxx Money to Purchaser, whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement. If Purchaser fails to give such written notice within such three (3) Business Day period terminating this Agreement, Purchaser shall have no further right to terminate this Agreement pursuant to the sentence immediately preceding the sentence immediately preceding this sentence; (d) Seller a Master Declaration Estoppel Certificate from the Declarant under the Master Declaration shall have performed been delivered to Purchaser, with such estoppel certificate (i) to be substantially in the form attached hereto as EXHIBIT “M”, (ii) to be dated within forty five (45) days prior to the Closing Date, and complied (iii) to confirm the absence of any material defaults under the Master Declaration by Seller as “Owner” as defined in the Master Declaration. The delivery of said Master Declaration Estoppel Certificate from such Declaration shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Master Declaration Estoppel Certificates, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement; and (e) The Title Company is prepared, upon payment of the policy premium, to issue to Purchaser upon the Closing a fee simple owner’s title insurance policy in the amount of the Purchase Price with all agreements required respect to the Properties showing Purchaser as the owner of the Properties including only the Permitted Exceptions and matters created by Purchaser as exceptions to title. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered to Purchaser all of the Original Share Certificates.items required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof; (b) The Seller shall have performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (c) All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall be deemed to be given without being limited to Seller’s knowledge and without modification (by update or otherwise, as provided in Section 5.1(i) hereof); (d) Tenant Estoppel Certificates from (i) Xxxxxx Xxxxxx, (ii) any tenants under recorded leases and (iii) other tenants such that Seller shall have delivered in the aggregate Tenant Estoppel Certificates for tenants occupying not less than seventy percent (70%) of the aggregate leased square footage of all of the Improvements located on the Property, shall have been delivered to Purchaser, with each such estoppel certificate (i) to be substantially in the form attached hereto as EXHIBIT “I” (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein), (ii) to be dated within sixty (60) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iv) to confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary contained herein, if Seller has been unable to obtain and deliver to Purchaser by Closing the applicable percentage of Tenant Estoppel Certificates meeting the requirements set forth above, then, at the option of Seller, this condition to Closing may be satisfied by Seller’s execution and delivery to Purchaser at Closing, on behalf of any one or more tenants which have failed to provide the required Tenant Estoppel Certificate an estoppel certificate substantially in the form attached hereto as SCHEDULE 11 (“Seller’s Estoppel”) (provided that Seller’s Estoppels cannot be delivered with respect to tenants occupying more than twenty-five percent (25%) of the aggregate net rentable square footage of all of the Improvements); and provided that Seller’s liability under any such Seller’s Estoppel so executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser after Closing of a certificate dated duly executed Tenant Estoppel Certificate from the tenant under the applicable Lease covered in such Seller’s Estoppel. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller as same may be extended or postponed as provided in this Agreement), Purchaser shall have duly executed and delivered the right to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered to Purchaser all of the Original Share Certificates.items required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof; (b) The Seller shall have performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (c) All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect. knowledge and without modification (cby update or otherwise, as provided in Section 5.1(i) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate.hereof); (d) Seller Tenant Estoppel Certificates from tenants occupying not less than eighty-five percent (85%) of the leased and occupied square footage of all of the Improvements located on the Property shall have performed been delivered to Purchaser, with each such certificates (i) to be substantially in the form attached hereto as EXHIBIT “I” (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein), (ii) to be dated within sixty (60) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and complied (iv) to confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificates shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its good faith efforts to obtain the same, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the contrary contained herein, if Seller has been unable to obtain and deliver to Purchaser by Closing the applicable percentage of Tenant Estoppel Certificates meeting the requirements set forth above, then, at the option of Seller, this condition to Closing may be satisfied by Seller’s execution and delivery to Purchaser at Closing, on behalf of any one or more tenants which have failed to provide the required Tenant Estoppel Certificate an estoppel certificate substantially in the form attached hereto as SCHEDULE 11 (“Seller’s Estoppel”) (provided that Seller’s Estoppels cannot be delivered with respect to tenants occupying more than fifteen percent (15%) of the leased and occupied square footage of all agreements required of the Improvements); and provided that Seller’s liability under any such Seller’s Estoppel so executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser after Closing of a duly executed Tenant Estoppel Certificate from the tenant under the applicable Lease covered in such Seller’s Estoppel. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on the Closing Date shall be subject to the satisfaction or waiver prior to or at the Closing are subject, at the option of Purchaser, to the fulfillment of each of the following conditionsconditions at or prior to the Closing, and Sellers and Seller Guarantor shall exert their best efforts to cause each such condition to be so fulfilled: (a) All representations and warranties of Sellers and Seller Guarantor contained herein or in any document delivered pursuant hereto shall have delivered the Original Share Certificatesbe true and correct in all material respects. (b) The representations All covenants, agreements and warranties set forth obligations required by the terms of this Agreement to be performed by each of Sellers and Seller Guarantor on or before the Closing shall have been duly and properly performed in all material respects. (c) Purchaser shall have received evidence reasonably satisfactory to Purchaser that the Merger has been consummated. (d) There shall not have been a material adverse change in the business, financial condition, results of operations, assets or liabilities of Sellers ("Sellers Material Adverse Change") since June 30, 1997, other than as disclosed in the Schedules to this Agreement. For purposes of this Section 3.1 hereof 8.01(d), but not for any other purposes of this Agreement, a Sellers Material Adverse Change shall not include losses incurred in the ordinary course of business which do not exceed $2,000,000 per month or any regulatory action by the United States Food and Drug Administration with regard to Clozaril(R) or the Company's Clozaril(R) Patient Management Business. (e) All documents required to be delivered to Purchaser by Sellers or Seller Guarantor at or prior to the Closing shall have been so delivered. (f) None of Sellers, Seller Guarantor or Purchaser shall be true and correct as a party to any Legal Proceeding, nor the subject of any order, writ, injunction, judgment or decree, in connection with or relating to the Closing Date transactions contemplated by this Agreement. (g) Sellers and Seller Guarantor shall have delivered to Purchaser a certificate dated copy of the Closing Date resolutions of their respective Boards of Directors together with any and signed by Seller’s authorized signatories to such effect. (c) Seller shall have all required resolutions or consents of their shareholders and appropriate incumbency certificates, duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consentscertified, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with approving the execution and delivery by Seller of this Agreement and the consummation by Seller of all of the Share Purchase transactions contemplated hereby hereby. (h) Purchaser shall have been obtained or madereceived a favorable opinion of Proskauer Rose LLP, dated the Closing Date and in form and substance reasonably satisfactory to PurchaserPurchaser and its counsel substantially to the effect set forth on Schedule 8.01(h) (with any customary qualifications). In rendering such opinion, such counsel may (i) rely upon opinions of other counsel, reports of public officials and, as to matters of fact, upon certificates of any officer or officers of Sellers and Seller Guarantor, and shall be in full force (ii) assume the genuineness of all signatures on, and effectthe authenticity of, documents and conformity with the original of any copies of such documents. (fi) No action Seller Guarantor, as HMI's sole shareholder, shall have been taken or threatenedapproved the execution, delivery and performance of this Agreement as required by law. (j) Purchaser shall have obtained UCC, judgment and Tax lien searches covering the filing offices identified in Schedule 8.01(j) dated no law shall exist or have been enacted, promulgated or issued or deemed applicable earlier than 15 days prior to the transactions contemplated hereby by Closing Date confirming that there are no financing statements, judgment or Tax liens of record with respect to the Purchased Assets or Purchaser shall have received properly executed UCC termination statements or releases therefor, provided, however, that if Sellers are unable to deliver any Governmental Authority that would such termination statements or releases on the Closing Date, Sellers shall have 14 calendar days from the Closing to deliver to Purchaser any such termination statements or releases. (k) Sellers and Seller Guarantor shall have entered into (i) make an Agreement Regarding Use of Licenses substantially in the consummation of form attached hereto as Exhibit 8.01(k)(1) (the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or "License Agreement") and (ii) render a Transition Agreement substantially in the form attached hereto as Exhibit 8.01(k)(2) (the "Transition Agreement"). (l) Sellers shall have entered into a loan agreement substantially in the form attached as Exhibit 8.01(l)(1) (the "Loan Agreement"), a promissory note in the form referred to in the Loan Agreement and a pledge agreement substantially in the form attached as Exhibit 8.01(l)(2) (the "Pledge Agreement"), Seller unable to consummate Guarantor shall have entered into a Guaranty substantially in the transaction contemplated hereby.form attached as Exhibit 8.01(l)(3) (the "Guaranty"), Sellers shall have entered into an escrow agreement substantially in the form attached as Exhibit 8.01(l)(4) (the "Loan Escrow Agreement") and the escrow fund

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated by this Agreement shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing (or at such earlier time as may be provided below), any of which may be waived by Purchaser in its sole discretion at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller shall have delivered as of Closing, (subject to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect.being updated as provided in Section 3.1(f) hereof); (c) Seller A Tenant Estoppel Certificate from the tenant under the Schlumberger Lease shall have duly executed and been delivered to Purchaser Purchaser, which such estoppel certificate (i) shall be in the Big Boy Representations Certificate.form attached at Exhibit F to the Schlumberger Lease referenced at Schedule 7, without any material modifications or material qualifications adverse to Purchaser, (ii) shall include an acknowledgement by such tenant that it has waived its right of first offer to purchase the Property set forth in the Schlumberger Lease and that such right of first offer is of no further force or effect, and (iii) shall be dated within thirty (30) days prior to the Closing Date; (d) The Title Company shall at Closing have delivered or irrevocably committed itself in writing to deliver to Purchaser an ALTA Form owner’s title insurance policy in the amount of the Purchase Price insuring Purchaser as owner of the Property, subject only to the Permitted Exceptions, and with extended coverage over the standard general exceptions (the “Title Policy”). Purchaser may request that the Title Company provide such endorsements to Purchaser’s Title Policy as Purchaser may require; provided, however, Purchaser acknowledges and agrees that (a) such endorsements shall be at no cost to, and shall impose no additional liability on, Seller, (b) Purchaser’s obligations under this Agreement shall not be conditioned upon Purchaser’s ability to obtain such endorsements and, if Purchaser is unable to obtain such endorsements, Purchaser shall nevertheless be obligated to proceed to Closing without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Purchaser’s request for endorsements; and (e) The execution and delivery of the SNDA by the tenant under the Schlumberger Lease, generally in the form attached hereto at Schedule 10, with such modifications as are acceptable to said tenant and otherwise in compliance with the requirements of the Schlumberger Lease (the “SNDA”). In the event any condition in clause (a), (b), (c) or (d) of this Section 6.1 has not been satisfied (or otherwise waived by Purchaser) prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), and the same does not constitute a default by the Seller hereunder (in which event the provisions of Section 8.2 shall apply), Purchaser shall have performed and complied with all agreements required by the right, in its sole discretion, to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditions:conditions on or before Closing or on or before such time specified in this Agreement (whichever is applicable), any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date (collectively, the “Conditions Precedent”): (a) Seller shall have delivered completed all of Landlord’s Work consistent with the Original Share Certificatesterms and conditions of the Lease and Tenant has accepted possession of the Improvements as evidenced in writing by Tenant. (b) The representations and warranties set forth Rent Commencement Date has occurred as evidenced in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed writing by Seller’s authorized signatories to such effectTenant. (c) Seller shall have duly executed and delivered to Purchaser all of the Big Boy Representations Certificateitems required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof. (d) Seller shall have performed performed, in all material respects, all covenants, agreements and complied with all agreements required by undertakings of Seller contained in this Agreement to be performed or complied with by them on or prior to the ClosingAgreement. (e) All consents, authorizations, orders representations and approvals of, filings or registrations with warranties of Seller as set forth in this Agreement shall be true and correct in all material respects as of the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller date of this Agreement and the consummation by Seller as of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectClosing. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable At least five (5) business days prior to the transactions contemplated hereby Closing, Seller shall obtain and deliver to Purchaser an original executed Tenant Estoppel Certificate from Tenant in form required by any Governmental Authority that would the Lease and reasonably satisfactory to Purchaser and its lender. The Tenant Estoppel Certificate shall (i) make be dated within thirty-five (35) days prior to the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated herebyClosing Date, or (ii) render confirm the material terms of the applicable Lease, as contained in the copy of the Lease delivered to Purchaser hereunder, and (iii) confirm the absence of any defaults under the Lease as of the date thereof. (g) The delivery by the Title Company of a “marked up” Title Commitment, subject only to the Permitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) on or before the time period specified herein (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to Seller unable given prior to consummate the transaction contemplated herebyClosing, whereupon (i) Escrow Agent shall return the Exxxxxx Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditions:conditions on or before Closing or on or before such time specified in this Agreement (whichever is applicable), any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date (collectively, the “Conditions Precedent”): (a) Seller shall have delivered No material adverse change in the Original Share Certificatescondition of the Property has occurred since expiration of the Feasibility Period. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated all of the Closing Date and signed by Seller’s authorized signatories items required to such effectbe delivered to Purchaser pursuant to Section 5.1 hereof. (c) Seller shall have duly executed performed, in all material respects, all covenants, agreements and delivered to Purchaser the Big Boy Representations Certificateundertakings of Seller contained in this Agreement. (d) All representations and warranties of Seller shall have performed and complied with all agreements required by as set forth in this Agreement to shall be performed or complied with by them on or true and correct in all material respects as of the date of this Agreement and as of Closing. 18246046_5 (e) At least five (5) business days prior to the Closing. (e) All consents, authorizations, orders Seller shall obtain and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authoritydeliver to Purchaser an original executed Tenant Estoppel Certificate from Tenant, which are required for or at a minimum shall (i) be dated within thirty (30) days prior to the Closing Date, (ii) confirm the material terms of the applicable Lease, as contained in connection with the execution copy of the Lease delivered to Purchaser hereunder, and delivery (iii) confirm the absence of any defaults by Seller of this Agreement and Tenant under the consummation by Seller Lease as of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectdate thereof. (f) No action The delivery by the Title Agent on the Closing Date of a “marked up” Title Commitment, subject only to the Permitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) on or before the time period specified herein (as same may be extended or postponed as provided in this Agreement), Purchaser shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable the right to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation give notice to Seller specifying which of the transaction contemplated hereby illegal or substantially delay foregoing conditions have not been satisfied and provide Seller with ten (10) days from the consummation delivery of such notice to satisfy any material aspect of the transaction contemplated herebysuch conditions, or or, alternatively, (ii) render terminate this Agreement by written notice to Seller unable given prior to consummate the transaction contemplated herebyClosing, whereupon (a) Escrow Agent shall return the Xxxxxxx Money to Purchaser; and (b) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date and signed by be given without being limited to Seller’s authorized signatories to such effect.knowledge and without modification (by update or otherwise, as provided in Section 5.1(h) hereof); (c) Seller A Tenant Estoppel Certificate from the tenant under the Lease shall have duly executed and been delivered to Purchaser, with such estoppel certificate (i) to be substantially in the form attached hereto as EXHIBIT “L-1” (or if the applicable Lease provides for a particular form of estoppel certificate to be given by the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein), (ii) to be dated within thirty (30) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease as contained in the copies of the Lease obtained by or delivered to Purchaser, and (iv) to confirm the absence of any material defaults under the applicable Lease as of the date thereof. The delivery of said Tenant Estoppel Certificate from the tenant under the Lease shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificate, Seller having used its good faith efforts to obtain the same from the tenant under the Lease, shall not constitute a default by Seller under this Agreement; and In the event any condition in this Section 6.1 has not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by the right to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Xxxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of the Purchaser to be performed on the Closing Date shall be hereunder are subject to the satisfaction satisfaction, at or waiver prior to or at the Closing Closing, of each of the following conditions: (a) conditions set forth below, any of which may be waived in whole or in part by the Purchaser: the Seller shall have delivered to the Original Share Certificates. (b) The representations and warranties Purchaser each of the deliverables set forth in Section 3.1 hereof 3.2(a); the representations and warranties of the Seller set out in Article 4 shall be true and correct in all respects as of the Closing Date with the same effect as though made at and Seller as of such date (except those representations and warranties that address matters only as of a specified date, which shall have delivered to Purchaser a certificate dated be true and correct in all respects as of that specified date); the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied in all material respects with all agreements agreements, covenants, and conditions required by this Agreement and each of the other Closing Documents to be performed or complied with by them it on or prior to before the Closing. (e) All consents, authorizations, orders Closing Date; the Seller shall have received all Consents from all Third Parties and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are and executed counterparts thereof shall have been delivered to Purchaser at or before the Closing; all consents, approvals, waivers or modifications to Restricted Rights required for or in connection with by the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Purchaser shall have been obtained at or madeprior to Closing on terms acceptable to the Purchaser; there are no Proceedings delaying, restricting, preventing transactions contemplated in form this Agreement and substance reasonably none pending or threatened; the Purchaser shall have received evidence satisfactory to it that all Encumbrances have been discharged and that the Purchased Assets are free and clear of all Encumbrances; the Seller shall have delivered actual possession of the Purchased Assets to the Purchaser, ; each of agreements with the Purchaser; and Redacted. shall have signed consulting there shall be in full force and effectno Material Adverse Effect since the date of this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations Without limiting Purchaser's remedies under this Agreement, the obligation of Purchaser to be performed on purchase the Shares and the Note at the Closing Date shall be is subject to the satisfaction following conditions precedent, one or waiver prior to or more of which may be waived by Purchaser, at the Closing of each of the following conditionsPurchaser's sole discretion: (ai) Seller shall have delivered Each of the Original Share Certificates. (b) The representations and warranties set forth of Seller contained in Section 3.1 Articles 2 and 3 hereof shall be true and correct in all respects at and as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated time of the Closing Date with the same effect as though all such representations and signed by Seller’s authorized signatories to such effect.warranties were made at and as of the time of the Closing; (cii) Seller shall have duly executed observed and delivered performed all of the covenants on Seller's part to Purchaser be observed and performed through the Big Boy Representations Certificate.Closing; (diii) Seller No action, suit or proceeding shall have performed and complied with all agreements required be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would or might (A) prevent consummation of the transactions contemplated by this Agreement, (B) cause the transactions contemplated by this Agreement to be performed rescinded following consummation, (C) affect adversely the right of Purchaser to own the Shares or complied with by them on the Note or prior to collect all payments due thereunder and to control the Closing.Corporation, or (D) affect adversely the right of the Corporation to own its assets and to operate its businesses and no such injunction, judgment, order, decree, ruling or charge shall be in effect; 28 (eiv) Purchaser shall have obtained on terms and conditions satisfactory to Purchaser all of the financing Purchaser needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Corporation; (v) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or actions to be taken by Seller in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall have been obtained or made, be in form and substance reasonably satisfactory to Purchaser; (vi) The physical condition of the Property and the buildings and improvements erected thereon, including, without limitation, all structural components, roofs, systems, equipment, facilities, utilities and appurtenances thereof, shall be satisfactory to Purchaser and no unrestored loss or damage by fire or other casualty or by eminent domain or condemnation proceedings shall have occurred to all or any portion of the Property. Purchaser shall be satisfied with the terms, covenants and conditions of all leases; (vii) A current title report of the Property issued by a title insurer acceptable to Purchaser shall indicate that title to the Property is as represented by Seller hereunder and title to the Property shall be reinsured in full force such amount as Purchaser reasonably determines to be the fair market value of the Property under a policy of title insurance which shall (a) insure title to the Property and effect. all recorded easements benefitting the Property to be in the Corporation, subject only to the Permitted Encumbrances, (b) contain an extended coverage endorsement and ALTA zoning endorsement (or equivalent); (c) contain an endorsement insuring that the Property is the same real estate as shown on the survey delivered with respect to the Property; (d) contain an endorsement insuring that each street adjacent to the Property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Property; (e) at Purchaser's expense, contain an inflation endorsement providing for annual adjustments in the amount of coverage corresponding to the annual percentage increase, if any, in the United States Department of Commerce Composite Construction Cost Index (Base Year = 95); (f) No action if the Property consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the record parcels are contiguous to one another; and (g) contain a "non-imputation" endorsement to the effect that title defects known to the officers, directors and stockholders of the owner prior to the Closing shall not be deemed "facts known to the insured" for 29 purposes of the policy. Any survey of the Property shall not disclose any survey defect or encroachment from or onto the Property which has not been cured or insured over prior to Closing; and (ix) All of the Corporation's debts, contractual arrangements and liabilities, other than the indebtedness evidenced by the Note, shall have been taken paid, extinguished and satisfied, as the case may be, prior to or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to concurrently with the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyClosing.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on perform in accordance with this Agreement and to consummate the Closing Date shall be transactions herein contemplated is subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions at or before the Closing: (a) Seller shall have delivered complied with and performed all of the Original Share Certificates.representations, warranties, agreements and covenants hereunder required to be performed by it prior to or at the Closing; (b) The representations and warranties set forth in Section 3.1 hereof There shall be true and correct as no pending or threatened legal action which, if successful, would prohibit consummation or require substantial rescission of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed transactions contemplated by Seller’s authorized signatories to such effect.this Agreement; (c) The business, aggregate properties and operations of the Seller shall not have duly executed been materially adversely affected as a result of any fire, accident or other casualty or any labor disturbance or act of God or the public enemy, and delivered there shall otherwise have been no material adverse change to Purchaser the Big Boy Representations Certificate.business, aggregate properties, or operations of the Seller since July 31, 2002; (d) Seller shall have performed and complied with all agreements required by this Agreement delivered to be performed Purchaser at or complied with by them on or prior to before the Closing. (e) All consents, authorizationsthe following documents, orders and approvals of, filings or registrations with and the expiration all of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, be in form and substance reasonably satisfactory acceptable to Purchaser, Purchaser and shall be in full force and effect.its counsel: (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation The instruments of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or transfer required by Sections 2.5 and 2.6; (ii) render Releases (or copies thereof) of all liens, claims, charges, encumbrances, security interests and restrictions on the Purchased Assets necessary to provide Purchaser with good title to the Purchased Assets at the Closing; (iii) Certified copies of all actions taken by the Member of Seller unable authorizing the execution, delivery and performance of this Agreement; (iv) Certificates of Existence for Seller from the Secretary of State of Ohio dated no earlier than fifteen (15) days prior to consummate Closing; (v) Opinion Letter of Lasko and Lind Co., LPA, containing thx opinions set forth in Exhibit K; (vi) The Seller and Member shall have entered into the transaction contemplated hereby.non-competition agreements as set forth in the respective Exhibits; (vii) J. Blackburn shall have xxxxxxx xxxx the Employment Agreement set forth in Exhibit I.

Conditions Precedent to Purchaser’s Obligations. The Purchaser’s obligations of Purchaser to be performed on the Closing Date shall be subject to under this Agreement are conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions as of the Closing Date: (a) Seller Purchaser shall not have delivered the Original Share Certificatesterminated this Agreement pursuant to Section 5.06 or any other applicable provision of this Agreement. (b) The Seller’s representations and warranties set forth in Section 3.1 hereof this Agreement shall continue to be true and accurate in all material respects (provided, furthermore, and notwithstanding any provision of this Agreement to the contrary, it shall be a condition precedent to Purchaser’s obligation to close the transactions set forth herein that each representation and warranty of Seller which is limited to or by Seller’s knowledge be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effectif it were not so limited). (c) Seller shall have duly executed delivered all of the documents required under this Agreement and delivered to Purchaser the Big Boy Representations Certificateperformed all of its obligations under this Agreement in all material respects. (d) Seller After payments made at Closing, there shall be no unpaid charges, judgments, debts, liabilities, claims, liens or obligations which burden the Property other than the Permitted Exceptions. (e) The Property shall on the Closing Date be in the same condition as on the last day of the Inspection Period except as attributable to ordinary wear and tear. (f) There shall have performed been no material adverse change in the condition or operations of the Hotel from the last day of the Inspection Period through the date of Closing (which change may include, but shall not be limited to, the existence of violation of any Laws or the revocation or suspension of any Permit or the right to operate the Hotel or any of its facilities). (g) Hilton shall have waived in writing its existing right to purchase the Property as set forth in the Existing Franchise Agreement and complied Purchaser shall have either (i) obtained Hilton’s consent to the assumption by Purchaser of, and shall have assumed, the Existing Franchise Agreement, or (ii) entered into a franchise or license agreement with all agreements required by this Agreement Hilton for the Hotel, such assumption or agreement to be performed on terms satisfactory to Purchaser in its sole discretion. In no event shall Purchaser be required to assume or complied have any liability or obligation under the Existing Franchise Agreement for (x) any franchise or other fees under the Existing Franchise Agreement accrued and unpaid with by them respect to all periods on or prior to the ClosingClosing Date or (y) with respect to any monetary or other default under the Existing Franchise Agreement, nor shall Purchaser be required to agree to any amendment of the Existing Franchise Agreement or to any new franchise agreement with Hilton, or to any capital or other improvements requested or required by Hilton in connection with such assumption or new franchise agreement. (eh) All consentsPurchaser shall have obtained the transfer or the issuance of the Liquor License or Seller and Purchaser shall have entered into the Interim Arrangement. The conditions precedent set forth in this Section 5.07 are solely for the benefit of Purchaser and may be waived only by Purchaser, authorizationswhich waiver may be granted or withheld by Purchaser in its sole and absolute discretion. Without limiting and without prejudice to any of Purchaser’s other rights or remedies under this Agreement in the event any such failure of condition is the result of or arises out of Seller’s default under this Agreement, orders if any condition precedent to Purchaser’s obligations under this Agreement has not been satisfied as of the Closing Date or waived by Purchaser, then Purchaser shall be entitled in its sole and approvals ofabsolute discretion to terminate this Agreement by giving Seller and Escrow Agent written notice to such effect, filings or registrations with whereupon Escrow Agent shall return the Exxxxxx Money to Purchaser and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for parties shall thereafter have no further rights or in connection with the execution and delivery by Seller of liabilities under this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectAgreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser Purchaser’s obligation to be performed purchase and pay for the Property on the Closing Date shall be is subject to the satisfaction (or waiver prior to or at the by Purchaser in writing) as of Closing of each of the following conditions; provided, however, if the failure of any such condition is due to a default by Seller, Purchaser shall have the right and remedies provided in Section 13.2: (a) Each of the representations and warranties made by Seller in this Agreement shall have delivered be true and correct in all material respects when made and on and as of the Original Share CertificatesClosing Date as though such representations and warranties were made on and as of the Closing Date (unless such representation or warranty is made on and as of a specific date, in which case it shall be true and correct in all material respects as of such date), subject, in all respects, to the rights and obligations of the parties set forth in Section 3.2 of this Agreement. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed or complied in all material respects with each obligation and complied with all agreements covenant required by this Agreement to be performed or complied with by them on or prior to the Seller for Closing. (ec) All consentsSubject to Section 14.27 hereof, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller Section 14.27 of the Share Three Property Purchase Agreement, Section 14.27 of the Sorrel Pxxxxxxx Creek Ranch Purchase Agreement, and Section 14.27 of the Landings at Four Corners Purchase Agreement, the transactions contemplated hereby by such Affiliated Purchase Agreements shall have been obtained consummated in accordance with the terms and conditions thereof. (d) The Title Company shall be prepared and irrevocably committed to issue an Owner’s Policy for the Property in the full amount of the Purchase Price, subject only to the Permitted Exceptions; provided, however, if the Title Company is unable or madeunwilling to issue the Owner’s Policy, in form and substance reasonably before Purchaser shall have the right to terminate this Agreement under this subsection (d), the parties shall first make commercially reasonable efforts to secure the Owner’s Policy from another title insurer satisfactory to Purchaser, and if necessary the Closing Date shall be in full force and effectextended by a period of up to five (5) Business Days to attempt to arrange such replacement coverage. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Seller shall have delivered the Original Share Certificates.performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; (b) The All representations and warranties of Seller as set forth in Section 3.1 hereof this Agreement shall be true and correct in all material respects as of the Closing Date date of this Agreement and Seller as of Closing, provided that solely for purposes of this subparagraph such warranties and representations shall have delivered be deemed to Purchaser a certificate dated the Closing Date be given without being limited to Seller's knowledge and signed without modification (by Seller’s authorized signatories to such effect.update or otherwise, as provided in Section 5.1(g) hereof); and (c) Seller The Tenant Estoppel Certificates from the Critical Tenants shall have duly executed and been delivered to Purchaser. The delivery of said Tenant Estoppel Certificates from the Critical Tenants shall be a condition of Closing, and the failure or inability of Seller to obtain and deliver said Tenant Estoppel Certificates, Seller having used its commercially reasonable and good faith efforts to obtain the same from the tenants under all of the Leases, shall not constitute a default by Seller under this Agreement. In the event any condition in this Section 6.1 has not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by the right to terminate this Agreement by written notice to be performed or complied with by them on or Seller given prior to the Closing. , whereupon (ei) All consents, authorizations, orders Escrow Agent shall return the Exxxxxx Money to Purchaser; and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required (ii) except for or in connection with the execution and delivery by Seller those provisions of this Agreement and which by their express terms survive the consummation by Seller termination of the Share Purchase contemplated hereby this Agreement, no party hereto shall have been obtained any other or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectfurther rights or obligations under this Agreement. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser Purchaser’s obligation to be performed purchase and pay for the Properties on the Closing Date shall be is subject to the satisfaction (or waiver prior to or at the by Purchaser in writing) as of Closing of each of the following conditions; provided, however, if the failure of any such condition is due to a default by any Seller, Purchaser shall have the right and remedies provided in Section 13.2: (a) Seller Each of the representations and warranties made by the Sellers in this Agreement shall have delivered be true and correct in all material respects when made and on and as of the Original Share CertificatesClosing Date as though such representations and warranties were made on and as of the Closing Date (unless such representation or warranty is made on and as of a specific date, in which case it shall be true and correct in all material respects as of such date), subject, in all respects, to the rights and obligations of the parties set forth in Section 3.2 of this Agreement. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller Sellers shall have performed or complied in all material respects with each obligation and complied with all agreements covenant required by this Agreement to be performed or complied with by them the Sellers for Closing. (c) Subject to Section 14.27 hereof, Section 14.27 of the Sorrel Pxxxxxxx Creek Ranch Purchase Agreement, and Section 14.27 of the Landings at Four Corners Purchase Agreement, the transactions contemplated by the Landings at Four Corners Purchase Agreement and the Sorrel Pxxxxxxx Creek Ranch Purchase Agreement shall be consummated in accordance with the terms and conditions thereof on or prior the Closing Date simultaneously with the Closing contemplated herein. (d) The Title Company shall be prepared and irrevocably committed to issue an Owner’s Policy for each Property in the full amount of the such Property’s Allocable Purchase Price, subject only to the ClosingPermitted Exceptions; provided, however, if the Title Company is unable or unwilling to issue any Owner’s Policy, before Purchaser shall have the right terminate this Agreement under this subsection (d), the parties shall first make commercially reasonable efforts to secure the Owner’s Policy from another title insurer satisfactory to Purchaser, and if necessary the Closing Date shall be extended by a period of up to five (5) Business Days to attempt to arrange such replacement coverage. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and Existing Management Agreements shall be in full force and effectterminated at Closing. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to be performed on the Closing Date shall be hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction or waiver prior to or at the Closing of each of the following conditions:additional conditions precedent, unless expressly waived in writing by Purchaser (which waiver may be made or not made in Purchaser's sole discretion, and any waiver shall apply solely to the Closing or Closings specified by Purchaser and shall not obligate Purchaser to make or not make any subsequent waiver): (a) Seller shall have delivered From and after December 31, 2010 through and including each Closing Date, the Original Share Certificates. (b) The representations and warranties set forth made by the Company in Section 3.1 hereof this Agreement shall be, and have been, true and correct, except those representations and warranties which address matters only as of a particular date, which shall be true and correct as of such date. (b) From and after December 31, 2010 through and including each Closing Date, the Company shall be, and have been, in compliance in all material respects with all of the covenants and agreements in this Agreement. (c) On each Closing Date, the Company shall not possess any negative, material non-public information other than as shall have been filed with the SEC at least five (5) Business Days prior to and excluding such Closing Date. (d) On each Closing Date, Purchaser shall have received on each Closing Date a certificate of the Chief Executive Officer and Seller the Chief Financial Officer of the Company dated such date and certifying the matters set forth in paragraphs (a), (b) and (c) of this Section 13. (e) On each Closing Date, the Company shall have delivered to Purchaser a certificate dated the Closing Date and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement to be performed or complied with by them on or prior to the Closing. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration an opinion of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or madecounsel, in form and substance reasonably satisfactory to Purchaser, dated the date of delivery, confirming in substance the matters covered by paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (k), (m), (r) and shall be in full force and effect(ll) of Section 5 hereof. (f) No action On each Closing Date, Purchaser shall have been taken or threatenedreceived from the Company the report of the independent auditor of the Company (together with the accompanying consolidated balance sheet, financial statement and schedules of the Company and results of the Company's operations and cash flows) that was included in the most recent Form 10-K filed by the Company with the SEC. (g) From and after December 31, 2010 through and including each Closing Date, all Common Shares issued and issuable hereunder and under any Warrant shall be, and no law have been, duly listed and admitted for trading on the NYSE Amex. (h) No Registration Failure shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would exist. (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated herebyFrom and after December 31, or (ii) render Seller unable to consummate the transaction contemplated hereby2010 through and including each Later Investment Closing Date, there shall not have been a Restatement.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be performed on the Closing Date shall be subject to conditioned upon the satisfaction or waiver prior to or at the Closing of each of the following conditions:conditions on or before Closing or on or before such time specified in this Agreement (whichever is applicable), any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date (collectively, the “Purchaser Conditions Precedent”): (a) Seller No material adverse change in the condition of the Property has occurred since the Effective Date of this Agreement; provided, however, the foregoing condition shall have delivered not apply to general occurrences not related to the Original Share Certificatescondition of the Property, including, without limitation, economic or market shifts, pandemics, quarantines, riots, acts of terrorism or war, insurrections, acts of God, or labor disturbances. (b) The representations and warranties set forth in Section 3.1 hereof shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate dated all of the Closing Date and signed by Seller’s authorized signatories items required to such effectbe delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof. (c) Seller shall have duly executed performed, in all material respects, all covenants, agreements and delivered to Purchaser the Big Boy Representations Certificateundertakings of Seller contained in this Agreement. (d) All representations and warranties of Seller shall have performed and complied with all agreements required by as set forth in this Agreement to shall be performed or complied with by them on or prior to true and correct in all material respects as of the date of this Agreement and as of Closing. (e) All consentsAt least five (5) Business Days prior to the Closing, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby Purchaser shall have been obtained received the executed Tenant Estoppel Certificate in the form attached hereto to as Schedule 7 or made, in form and substance which otherwise provides certifications reasonably satisfactory to Purchaser and Purchaser’s Lender (if applicable), which 17 at a minimum shall (i) be dated within thirty (30) days prior to the Closing Date, (ii) confirm the material terms of the applicable Lease, as contained in the copy of the Lease delivered to Purchaser hereunder, and shall be in full force (iii) confirm the absence of any defaults by Seller and effectTenant under the Lease as of the date thereof. (f) No action If applicable, at least five (5) Business Days prior to the Closing, Purchaser shall have been taken or threatenedreceived the executed SNDA for the Lease in form acceptable to Purchaser’s Lender. (g) The delivery by the Title Agent on the Closing Date of a “marked up” Title Commitment, and no law shall exist or have been enacted, promulgated or issued or deemed applicable subject only to the transactions contemplated hereby Permitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions. In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by any Governmental Authority that would Purchaser) on or before the time period specified herein (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) make Escrow Agent shall return the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or Exxxxxx Money to Purchaser; and (ii) render Seller unable to consummate except for those provisions of this Agreement which by their express terms survive the transaction contemplated herebytermination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

Conditions Precedent to Purchaser’s Obligations. The obligation of each Sponsor Group to consummate the transactions contemplated hereby shall be contingent upon the other Sponsor Group simultaneously performing its obligations of Purchaser hereunder. Notwithstanding anything to be performed on the contrary contained herein, if a Sponsor Group does not perform its obligations under this Agreement (the "Defaulting Sponsor Group"), the non-Defaulting Sponsor Group shall have the right (but not the obligation) to (a) extend the Closing Date by 10 business days, and (b) assume the obligations of such Defaulting Sponsor Group for its own behalf, or the behalf of any of its Affiliates, provided that such Affiliates shall be enter into this Agreement and the other Purchaser Documents to which the Defaulting Sponsor Group was or would have been a party. In addition, the obligation of each Purchaser to consummate the purchase of the Shares from the Company as contemplated hereby is subject to the satisfaction or waiver prior to or at by such Purchaser on the Closing of each Date of the following conditions: (a) Seller shall have delivered the Original Share Certificates. (b) Accuracy of Representations and Warranties. The representations and warranties set forth of Parent (i) contained in Section 3.1 hereof Article III, other than those referred to below in clause 6.2(a)(ii), shall be true and correct as of the Closing Date date hereof and Seller as of the Closing, with the same effect as if made at and as of such time (except to the extent expressly made as of a date other than the date of this Agreement, in which case such representations and warranties shall have delivered to Purchaser a certificate dated be true and correct only as of such date), except where the Closing Date failure of such representations and signed by Seller’s authorized signatories to such effect. (c) Seller shall have duly executed and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed and complied with all agreements required by this Agreement warranties to be performed or complied with by them on or prior so true and correct (without giving effect to the Closing. (eany "Material Adverse Effect" qualifiers set forth therein) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaserdoes not have, and shall would not reasonably be in full force and effect. (f) No action shall likely to have been taken or threateneda Material Adverse Effect, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable contained in each of Section 3.1, 3.2, 3.3, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.21 (the "No MAE Reps") shall be true and correct in all material respects (without giving effect to consummate any limitation as to "Material Adverse Effect" qualifiers set forth therein) as of the transaction contemplated herebydate hereof and as of the Closing, with the same effect as if made at and as of such time (except to the extent expressly made as of a date other than the date of this Agreement, in which case such representations and warranties shall be true and correct only as of such date).

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to purchase the Property and to perform the other covenants and obligations to be performed by Purchaser on the Closing Date shall be subject to the satisfaction following conditions (all or waiver prior to any of which may be waived, in whole or at in part, by Purchaser except for the Closing of each of the following conditions:contingency regarding minor subdivision approval): (a) Seller shall have delivered the Original Share Certificates. (bi) The representations and warranties set forth made by Seller in Section 3.1 hereof 8 herein shall be true and correct in all respects as though such statements had been made on and as of the Closing Date and the Seller's covenants herein shall have been complied with in all material respects. (ii) The Title Company is prepared to issue to Purchaser a Title Policy acceptable to Purchaser, which does not set up as exceptions any exceptions other than "Permitted Encumbrances," or such other exceptions which Purchaser may specifically accept. (iii) Seller shall have delivered to Purchaser a compliance certificate dated the Closing Date and signed or other certification required by Seller’s authorized signatories to such effectISRA upon a transfer of title as contemplated herein. (civ) Seller Purchaser shall have duly executed a sixty (60) day period (the "Mortgage Contingency Period"), beginning on the first business day after the Execution Date, in order to obtain a mortgage loan in the minimum principal amount of $3,000,000.00, at an 8% rate with payments based on a 25 year amortization schedule. Purchaser agrees to proceed diligently and delivered to Purchaser the Big Boy Representations Certificate. (d) Seller expeditiously in applying for this mortgage financing, and any financing commitment issued shall have performed and complied with all agreements required by this Agreement to be performed at no cost or complied with by them on or prior expense to the Closing. (e) All consentsSeller. The commitment for this loan must be reasonably acceptable to the Purchaser. Upon Purchaser's satisfaction of this contingency, authorizationsor should Purchaser wish to waive this contingency, orders and approvals ofPurchaser shall so notify Seller in writing of the satisfaction or waiver of same. If Purchaser has neither satisfied nor waived this mortgage contingency within the Mortgage Contingency Period, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or then in connection with the execution and delivery by Seller of that event either party may terminate this Agreement and the consummation by Seller of Deposit shall be refunded to the Share Purchase contemplated hereby shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effector the parties may mutually agree to further extend the Mortgage Contingency Period. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated hereby.

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to be performed on hereunder are subject at the Closing Date shall be subject option of Purchaser, to the satisfaction or waiver prior to or at the Closing fulfillment of each of the following conditionsconditions at or prior to the Closing, and Sellers shall jointly and severally exert their best efforts to cause each such condition to be so fulfilled: (a) Seller All representations and warranties of Sellers contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have delivered been made again at and as of the Original Share Certificatesdate of the Closing, and shall then be true and correct in all material respects except for changes in the ordinary course of business after the date hereof in conformity with the covenants and agreements contained herein. (b) The representations All covenants, agreements and warranties set forth obligations required by the terms of this Agreement to be performed by Sellers at or before the Closing shall have been duly and properly performed in Section 3.1 hereof all material respects. (c) Since the date of this Agreement there shall not have occurred any material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company, taken as a whole (except for distributions to Sellers). (d) There shall be true and correct as of the Closing Date and Seller shall have delivered to Purchaser a certificate executed by the President and Secretary of Seller, dated the Closing Date date of the Closing, certifying that (i) the conditions set forth in paragraphs (a), (b), and signed by Seller’s authorized signatories to such effect(c) of this Section have been fulfilled. (cii) Seller shall have duly executed and delivered that a schedule that is attached to Purchaser the Big Boy Representations Certificate. (d) Seller shall have performed certificate and complied with all agreements required by this Agreement to be performed or complied with by them on or lists the Company's receivables and inventory as of the day prior to the ClosingClosing (provided that the Closing is on a Monday) is true and correct. (e) All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are documents required for or in connection with the execution and delivery by Seller of under this Agreement and to be delivered to Purchaser at or prior to the consummation by Seller of the Share Purchase contemplated hereby Closing shall have been obtained or made, in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effectso delivered. (f) No action Purchaser shall have been taken or threatenedobtained $50 million in equity financing. (g) the Balance Sheet and the notes thereto shall reflect as of the Balance Sheet Date a Net Worth of not less than $10,000,000; (h) The mortgagee on 1 Xxxx Xxxxxx shall have consented to the lease referred to in Section 6(c)(vi), and no law all other requisite consents thereto shall exist or also have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority that would (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render Seller unable to consummate the transaction contemplated herebyobtained.

Conditions Precedent to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed on perform in accordance with this Agreement and to consummate the Closing Date shall be transactions herein contemplated is subject to the satisfaction or waiver prior to or at the Closing of each of the following conditionsconditions at or before the Closing: (a) Seller shall have delivered complied with and performed all of the Original Share Certificates.representations, warranties, agreements and covenants hereunder required to be performed by it prior to or at the Closing; (b) The representations and warranties set forth in Section 3.1 hereof There shall be true and correct as no pending or threatened legal action which, if successful, would prohibit consummation or require substantial rescission of the Closing Date and Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed transactions contemplated by Seller’s authorized signatories to such effect.this Agreement; (c) The business, aggregate properties and operations of Seller shall not have duly executed been materially adversely affected as a result of any fire, accident or other casualty or any labor disturbance or act of God or the public enemy, and delivered there shall otherwise have been no material adverse change to Purchaser the Big Boy Representations Certificate.business, aggregate properties, or operations of Seller since September 30, 1998; (d) Seller shall have performed and complied with all agreements required by this Agreement delivered to be performed Purchaser, at or complied with by them on or prior to before the Closing. (e) All consents, authorizationsthe following documents, orders and approvals of, filings or registrations with and the expiration all of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the Share Purchase contemplated hereby shall have been obtained or made, be in form and substance reasonably satisfactory to Purchaser, and shall be in full force and effect. (f) No action shall have been taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable acceptable to the transactions contemplated hereby by any Governmental Authority that would Purchaser and its counsel: (i) make the consummation The instruments of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or transfer required by Sections 2.5 and 2.6; (ii) render Releases (or copies thereof) of all liens, claims, charges, encumbrances, security interests and restrictions on Purchased Assets necessary to provide Purchaser with good, marketable and indefeasible title to each of the Purchased Assets at the Closing; (iii) Certified copies of the corporate actions taken by the Board of Directors and Shareholders of Seller unable authorizing the execution, delivery and performance of this Agreement; (iv) Certificates of Existence for Seller from the Secretary of State of Tennessee dated no earlier than fifteen (15) days prior to consummate Closing; (v) Opinion letter of Baker, Donelson, Bearman and Xxxxxxxx for Seller containing the transaction contemplated herebyopinion set forth in Exhibit P; (vi) Seller shall have entered into the Subordination Agreement in the form attached hereto as Exhibit L; (vii) Seller, the Shareholders and the other individuals set forth in Section 7.2 shall have entered into the non-competition agreements as set forth in Exhibits O, X-0, X-0, X-0, X-0, X-0 and O-6.