Common use of CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closing: A. The representations and warranties of Purchaser shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of the Seller to close consummate the transactions contemplated by this Agreement hereby is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at on or prior to Closingthe Closing Date: A. (a) The representations and warranties of Purchaser the Buyer set forth in Section 4 above shall be true and correct in all material respects as of the date hereof at and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1ADate; B. Purchaser (b) The Buyer shall have performed and complied with all of its respective covenants hereunder in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to through the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1BClosing Date; C. (c) No adverse action action, suit, or proceeding shall have been instituted pertaining to 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 (i) prevent or adversely affect Buyer’s consummation of any of the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless Agreement or (ii) cause any of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or reasonably requested by Sellercharge shall be in effect); F. Purchaser (d) No material adverse change shall have acknowledged receipt of taken place with respect to the Transfer Payment made under Section 1.4Buyer, and no event shall have occurred that results in a Material Adverse Effect; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser (e) Buyer shall have delivered to the Seller a certificate to the effect that each of its chief executive officer certifying that the conditions specified above in Sections 5.2(a) - (A)d) has been complied with in all respects; and (f) All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, (B)opinions, (C) instruments, and (D) have been satisfiedother documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation All obligations of Seller to close the transactions contemplated by under this Agreement is subject are subject, at Seller’s option, to the satisfaction (unless waived in advance in writing by Seller) fulfillment, on or prior to the Closing Date, of each of the following conditions conditions: (a) each and every representation and warranty of Buyer and Parent, with regard to the Parent Restricted Stock, under this Agreement shall be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) as of the date when made and shall be deemed to be made again at and as of the Closing Date and shall then be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality); (b) Buyer and Parent, with regard to the Parent Restricted Stock, shall have performed and complied in all material respects with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be delivered, and otherwise taken all actions required to be taken, in each case by Buyer or Parent on or prior to Closing:the Closing Date; A. The (c) no suit, action, or other proceeding shall be pending or threatened before any court or arbitration tribunal or any Governmental Authority seeking to enjoin, restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated in this Agreement; (d) Buyer and Parent shall have received all consents, authorizations, waivers, and approvals required to be obtained prior to the Closing by any court or Governmental Authority under any applicable Law concerning the transactions contemplated herein; (e) Buyer and Parent shall have delivered to Seller a certificate, dated and effective as of the Closing Date, executed by the president or an authorized vice president of Buyer and Parent, certifying to Seller that on the Closing Date, the representations and warranties of Purchaser shall be Buyer and Parent contained in this Agreement are true and correct in all material respects as (and in all respects, in the case of the date hereof representations and as warranties qualified by materiality) and all covenants of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated Buyer and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall Parent contained herein have been performed in all material respects all of its covenants and agreements contained in this Agreement provided that require performance at or prior to Closing; provided, however, Parent’s certificate shall only relate to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1BParent Restricted Stock; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by SellerSeller and First Financial) of each of the following conditions and at or prior to Closing:; A. (a) The representations and warranties of Purchaser contained herein shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1Atime; B. (b) Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that herein which require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. (c) No adverse action or proceeding shall have been instituted by any Governmental Authority pertaining to the transactions contemplated by this Agreement; D. (d) All required regulatory approvals and noticesapprovals, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome non-standard condition upon Seller or First Financial and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been metexpired; E. (e) Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller;the Ancillary Agreements to which it is a party. F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. (f) Purchaser shall have delivered to Seller a certificate executed by the Chief Executive Officer of its chief executive officer Purchaser certifying that the conditions set forth in (A), (B), (CSections 7.1(a) and (Db) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Seller's obligation of Seller to close consummate the transactions transaction contemplated by this Agreement hereunder is subject to the satisfaction (or waiver of the conditions set forth below before the dates specified below. Escrow Agent shall proceed as though all conditions have been satisfied or waived unless Escrow Agent receives a written notice from Seller terminating this Agreement and stating that any one or more of the conditions for the benefit of Seller is not satisfied before the dates specified below. The following conditions are for the benefit of Seller and can only be waived in advance in writing by Seller: (a) of each Buyer has timely delivered into Escrow the Closing funds; (b) Buyer has timely delivered into Escrow the Buyer's items described in Paragraph 8 above; and (c) Buyer's representations and warranties are true and correct as of the following Close of Escrow. (d) Buyer has timely delivered into Escrow the fully executed Guaranty in the form attached hereto as Exhibit "L". If any of the above conditions are not satisfied at or prior to Closing: A. The representations the date called for in this Agreement, for a reason other than a default by Seller under this Agreement, Seller may terminate this Agreement by written notice to Buyer and warranties of Purchaser Escrow Agent, whereupon, Escrow shall be true and correct cancelled, Escrow Agent shall release to Seller all funds deposited by Buyer into Escrow which remain in all material respects Escrow as of the date hereof Escrow Agent receives Seller's written notice of termination, and as of the time of Closing as if made anew at such time provided, however, any and all documents deposited into Escrow shall be returned to the extent that any representation or warranty of Purchaser contains a materiality qualificationparty entitled thereto, and the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser parties shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at no further rights or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedobligations hereunder.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation Seller shall be obligated to consummate the sale of Seller to close the transactions Properties as contemplated by this Agreement is subject to on the satisfaction (unless waived in advance in writing by Seller) of each of Closing Date, provided the following conditions at precedent have been satisfied or prior to Closinghave been waived by Seller: A. The (a) All representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects as of the date hereof at and as of the time of Closing as if though such representations and warranties were made anew at and as of such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1Atime; B. Purchaser (b) Buyer shall have performed complied in all material respects with all of its covenants obligations and agreements conditions contained in this Agreement that require performance at to be performed or complied with by Buyer on or prior to the Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser (c) Buyer shall have delivered to Seller a certificate of its chief an executive officer of Buyer dated as of the Closing Date, certifying on behalf of Buyer that the conditions set forth in Sections 13.1 (A), (B), (Ca) and (Db) have been satisfiedfulfilled; (d) Seller and Buyer shall have agreed to the terms and provisions of a participation agreement pursuant to which Seller shall have the right to participate on a cost basis in xxxxx drilled by Buyer, its successors, assigns and designees, on any lands covered by the Subject Leases, with such participation to be no greater than [confidential information omitted] of the working interest owned by Buyer as of the Closing (“Participation Agreement”); (e) Seller and Buyer shall have agreed to the terms and provisions of all documentation necessary to release Seller from any further obligations with respect to the matters set forth on Schedules 3.1 and to indemnify Seller from any further obligations with respect to such matters; and (f) All Title Defects and all Environmental Defects have been waived, cured or resolved to Seller’s satisfaction in accordance with the terms and provisions of this Agreement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Seller's obligation of to sell the Assets and to take the other actions required to be taken by Seller to close at the transactions contemplated by this Agreement Closing is subject to the satisfaction (unless waived in advance in writing by Seller) satisfaction, at or prior to the Closing, of each of the following conditions at (any of which may be waived by Seller in whole or prior to Closing:in part): A. The (a) All of Buyers' representations and warranties in this Agreement (considered collectively), and each of Purchaser these representations and warranties (considered individually), shall be true and correct have been accurate in all material respects as of the date hereof Agreement Date and shall be accurate in all material respects as of the time of the Closing as if made anew at such time provided, however, to then made. (b) All of the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in obligations that Buyers are required to perform or to comply with pursuant to this Agreement that require performance at or prior to Closing; providedthe Closing (considered collectively), however, to the extent that any covenant or agreement and each of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated these covenants and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the sameobligations (considered individually), shall have been received without the imposition of any burdensome condition upon performed and complied with in all material respects. (c) Seller and all applicable waiting periods Buyers shall have expired completed negotiation and all pre-closing conditions preparation of the Services Agreement, and the Services Agreement shall be reasonably satisfactory to both Seller and Buyers. -------------------------------------------------------------------------------- 16 (d) Each of the Consents identified in Exhibit D shall have been obtained and shall be in full force and effect. (e) Buyers shall have caused the documents and instruments required by Section 4.02(b) to be performed by Purchaser delivered (or tendered subject only to Closing) to Seller. (f) There shall not be in such approvals effect any Law or any injunction or other Order that (i) prohibits the consummation of the Contemplated Transactions and (ii) has been adopted or issued, or has otherwise become effective, since the Agreement Date. (g) This Agreement and the Contemplated Transactions shall have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested approved by Seller; F. Purchaser shall have acknowledged receipt 's Board of Directors and by the Transfer Payment made under Section 1.4; G. The chief executive or financial officer holders of Purchaser and Seller shall have executed the provisional closing statement in the form a majority of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedSeller's outstanding voting securities.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation Sellers shall be obligated to consummate the sale of Seller to close the transactions Properties as contemplated by this Agreement is subject to on the satisfaction (unless Closing Date, provided the following conditions precedent have been satisfied or have been waived in advance in writing by Seller) of each of the following conditions at or prior to ClosingSellers: A. The (a) All representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and at and as of the time of Closing as if though such representations and warranties were made anew at and as of such time provided, however, and Sellers shall have received a certificate signed by Buyer to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1Aeffect; B. Purchaser (b) Buyer shall have performed complied in all material respects with all of its covenants obligations and agreements conditions contained in this Agreement that require performance at to be performed or complied with by Buyer on or prior to Closing; providedthe Closing and Sellers shall have received a certificate signed by Buyer to such effect; (c) No suit, howeveraction or other proceedings shall be pending before any court or governmental entity in which it is sought by a person or entity other than the Parties hereto or any of their affiliates, officers, directors, or employees to the extent that any covenant or agreement of Purchaser contains a materiality qualificationrestrain, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened enjoin or otherwise modified prohibit the consummation of the transactions contemplated by this Agreement, or to obtain damages in connection with the use of “material respects” transactions contemplated herein, nor shall there be any investigation by a governmental entity pending which might result in this Section 8.1B; C. No adverse any such suit, action or proceeding shall have been instituted pertaining other proceedings seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement; D. (d) All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, Preferential Rights shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have exercised, been met; E. Purchaser shall have executed and delivered any documents required by this Agreement waived, or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3expired; and H. Purchaser (e) The aggregate sum of downward adjustments to the Purchase Price for Title Defects and Casualty Losses, and for exclusion of Properties due to the exercise of Preferential Rights or failure to obtain required consents shall have delivered to Seller a certificate not exceed fifteen percent (15%) of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedBase Purchase Price.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close consummate the transactions contemplated by this Agreement hereby is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at on or prior to Closingthe Closing Date: A. (a) The representations and warranties of Purchaser Buyer set forth in Section 4 above shall be true and correct in all material respects as of the date hereof at and as of the time of Closing as if made anew at such time providedDate. (b) No action, howeversuit, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to 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 (i) prevent or adversely affect Buyer’s consummation of any of the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless Agreement or (ii) cause any of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or reasonably requested by Sellercharge shall be in effect); F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and (c) Seller shall have executed obtained from Dorx Xxxxx Xxrler a termination agreement related to Mr. Xxxxxx’x xxployment with Seller in form and substance satisfactory to Seller (the provisional closing statement “Perler Termination Agreement”); (d) Seller shall have obtained from Dorx Xxxxx Xxrler a Separation Agreement With Waiver of Claims related to Mr. Xxxxxx’x xxployment with Seller in form and substance satisfactory to Seller (the form “Perler Separation Agreement”); (e) Seller shall have obtained the approval of Exhibit 1 and the instrument its Board of transfer, assignment and assumption in the form of Exhibit 3Directors; and H. Purchaser shall have delivered (f) All actions to Seller a certificate be taken by Buyer in connection with consummation of its chief executive officer certifying that the conditions transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in (A), (B), (C) form and (D) have been satisfiedsubstance to Seller.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close consummate the transactions contemplated by this Agreement hereby is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at on or prior to Closingthe Closing Date: A. (a) The representations and warranties of Purchaser Buyer and AGT set forth in Section 4 above shall be true and correct in all material respects as of the date hereof at and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1ADate; B. Purchaser (b) Buyer and AGT shall each have performed and complied with all of their respective covenants hereunder in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to through the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1BClosing Date; C. (c) No adverse action action, suit, or proceeding shall have been instituted pertaining to 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 (i) prevent or adversely affect Buyer’s or AGT’s consummation of any of the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless Agreement or (ii) cause any of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or reasonably requested by Sellercharge shall be in effect); F. Purchaser (d) No material adverse change shall have acknowledged receipt taken place with respect to Buyer or AGT, and no event shall have occurred that results in a Buyer Material Adverse Effect; (e) Buyer and AGT shall each have delivered to the Seller a certificate to the effect that each of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement conditions specified above in the form of Exhibit 1 and the instrument of transfer, assignment and assumption Sections 5.2(a) - (d) has been complied with in the form of Exhibit 3all respects; and H. Purchaser shall have delivered (f) All actions to Seller a certificate be taken by Buyer and AGT in connection with consummation of its chief executive officer certifying that the conditions transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in (A), (B), (C) form and (D) have been satisfiedsubstance to Seller.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closing:; A. The representations and warranties of Purchaser shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1Atime; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreementagreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4;; and G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and. H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation Seller shall be obligated to consummate the sale of Seller to close the transactions Properties as contemplated by this Agreement is subject to on the satisfaction (unless waived in advance in writing by Seller) of each of Closing Date, provided the following conditions at precedent have been satisfied or prior to Closinghave been waived by Seller: A. The (a) All representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects as of the date hereof at and as of the time of Closing as if though such representations and warranties were made anew at and as of such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1Atime; B. Purchaser (b) Buyer shall have performed complied in all material respects with all of its covenants obligations and agreements conditions contained in this Agreement that require performance at to be performed or complied with by Buyer on or prior to the Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser (c) Buyer shall have delivered to Seller a certificate of its chief an executive officer of Buyer dated as of the Closing Date, certifying on behalf of Buyer that the conditions set forth in Sections 13.1 (Aa) and (b) have been fulfilled; (d) Seller and Buyer shall have agreed to the terms and provisions of a participation agreement pursuant to which Seller shall have the right to participate on a cost basis in xxxxx drilled by Buyer, its successors, assigns and designees, on any lands covered by the Subject Leases, with such participation to be no greater than [confidential information omitted] of the working interest owned by Buyer as of the Closing (“Participation Agreement”); (e) Seller and Buyer shall have agreed to the terms and provisions of all documentation necessary to release Seller from any further obligations with respect to the matters set forth on Schedules 3.1 (b), (B), (Cc) and (Dd) and to indemnify Seller from any further obligations with respect to such matters; and (f) All Title Defects and all Environmental Defects have been satisfiedwaived, cured or resolved to Seller’s satisfaction in accordance with the terms and provisions of this Agreement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Sellers' obligation of Seller to close sell the transactions contemplated Shares and to take the other actions required to be taken by this Agreement Sellers at the Closing is subject to the satisfaction (unless waived in advance in writing by Seller) satisfaction, at or prior to the Closing Dates, of each of the following conditions at (any of which may be waived by Sellers, in whole or prior to Closing:in part): A. The (a) All of Buyer's representations and warranties in this Agreement (considered collectively), and each of Purchaser shall be true these representations and correct warranties (considered individually), must have been accurate in all material respects as of the date hereof of this Agreement and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not must be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed accurate in all material respects all as of its the Closing Dates as if made on the Closing Dates. (b) All of the covenants and agreements contained in obligations that Buyer are required to perform or to comply with pursuant to this Agreement that require performance at or prior to Closing; providedthe Closing (considered collectively), howeverand each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects. (c) Buyer must have delivered each of the documents and certificates required to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall be delivered by Buyer pursuant to Section 2.4. (d) There must not be deemed to be lessened in effect any Legal Requirement or any injunction or other Order that (a) prohibits the merger, and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement. (e) Since the date of this Agreement, there must not have been commenced or Threatened against Sellers, or against any Person affiliated with Sellers, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise modified by the use of “material respects” in interfering with this Section 8.1B;Agreement. C. No adverse action or proceeding shall (f) There must not have been instituted pertaining made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to the transactions contemplated by this Agreement; D. All required regulatory approvals and noticesacquire or to obtain beneficial ownership of, regardless of whether Seller any stock of, or Purchaser was required to apply for the sameany other voting, shall have been received without the imposition of equity, or ownership interest in, any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4;Acquired Companies, or (b) is entitled to all or any portion of the Consideration. G. The chief executive or financial officer (g) Sellers must have received the Cancellation of Purchaser Subscription Agreement and Seller shall have Release executed the provisional closing statement by Johnson in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (AEXHIBIT 7.2(g), (B), (C) and (D) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of the Seller to close consummate the transactions contemplated by this Agreement hereby is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at on or prior to Closingthe Closing Date: A. (a) The representations and warranties of Purchaser Buyer set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of the date hereof (except those representations and warranties that address matters only as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualificationspecified date, the representation or warranty accuracy of which shall be determined as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material that specified date in all respects” in this Section 8.1A); B. Purchaser (b) Buyer shall have performed and complied with all of its covenants hereunder in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to through the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1BClosing Date; C. (c) No adverse action Action, suit, or proceeding shall have been instituted pertaining to 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 (i) prevent or adversely affect the Buyer's consummation of any of the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless Agreement or (ii) cause any of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or reasonably requested by Sellercharge shall be in effect); F. Purchaser (d) No material adverse change shall have acknowledged receipt of taken place with respect to the Transfer Payment made under Section 1.4Buyer, and no event shall have occurred that results in a Material Adverse Effect; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser (e) Buyer shall have delivered to Seller a certificate of its chief executive officer the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the conditions board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. Seller shall have received a certificate of the Secretary or an Assistant Secretary (Aor equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder (the “Buyer Closing Certificate”); (f) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller; (Bg) Buyer shall have delivered into Escrow the Purchase Price, duly executed counterparts to the Transaction Documents and such other documents and deliveries set forth in Section 7.1 and; (h) Seller shall not have exercised its Unilateral Right prior to April 28, 2017 (after which Seller’s Unilateral Right shall extinguish), (C) and (D) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Seller’s obligation to sell the Properties at the applicable Closing and to take the other actions required to be taken by Seller at the applicable Closing shall be subject to the satisfaction of Seller the following conditions on or prior to close the applicable Closing Date (any of which may be waived in writing by Seller): (a) all of Buyer’s representations and warranties contained herein shall be true and correct as of the applicable Closing Date; (b) Buyer shall have performed and satisfied all of its covenants set forth herein that were required to have been performed or satisfied at or prior to applicable Closing Date; (c) no suit, action, or other proceeding instituted by a third Person against Buyer shall be pending before any Governmental Authority or arbitrator seeking to restrain, prohibit, enjoin, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement; (d) no order shall have been entered by any court or Governmental Authority against Buyer that restrains or prohibits the transactions contemplated by this Agreement; (e) all consents and approvals (if any) required to be obtained by Buyer from Governmental Authorities or from third Persons for the consummation of the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closing: A. The representations and warranties of Purchaser shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining granted (except for consents and approvals of Governmental Authorities customarily obtained subsequent to transfer of title); and (f) adjustments to the transactions Purchase Price contemplated by this Agreement; D. All required regulatory approvals and noticesin Sections 19 (including, regardless without limitation, those adjustments resulting from holding some Properties back under Section 19(a)(ii), but exclusive of whether Seller or Purchaser was the amounts required to apply for discharge the sameLiens encumbering the Properties granted by Seller to Petro Capital XXV, LLC, as to which Liens Seller delivers to Buyer releases in accordance with Section 15(h) at the relevant Closing) and 20 shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement not equal or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement exceed, in the form of Exhibit 1 and the instrument of transferaggregate, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfied$3,000,000.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closing: A. The representations and warranties of Purchaser shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action As of the Closing Date, no action, suit or proceeding shall have been instituted pertaining be pending or threatened by any governmental authority with jurisdiction over the transactions contemplated by this Agreement against Purchaser or Seller that might reasonably be expected to (i) materially and adversely affect the business, properties and assets of the Branch or (ii) materially and adversely affect the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any materially disadvantageous or burdensome condition upon Seller which would materially deprive Seller of the benefit of its bargain under this Agreement and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in substantially the form of Exhibit 1 hereto and the instrument an Instrument of transferTransfer, assignment Assignment and assumption Assumption in substantially the form of Exhibit 33 hereto; H. Purchaser shall have delivered to Seller all of the items provided in Article V hereof; and H. I. Purchaser shall have delivered to Seller a certificate of its chief executive officer or chief financial officer certifying that the conditions in (A), (B), (C) and (DB) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation All obligations of Seller to close the transactions contemplated by Sellers under this Agreement is subject are subject, at Sellers’ option, to the satisfaction (unless waived in advance in writing by Seller) fulfillment, on or prior to the Closing Date, of each of the following conditions conditions: (a) each and every representation and warranty of Buyer under this Agreement shall be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) as of the date when made and shall be deemed to be made again at and as of the Closing Date and shall then be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality), except that if such representations and warranties speak as of an earlier date, they shall be true and correct as of such date; (b) Buyer shall have performed and complied in all material respects with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be delivered, and otherwise taken all actions required to be taken, in each case by Buyer on or prior to Closing:the Closing Date; A. The (c) no suit, action, or other proceeding shall be pending or threatened before any court or arbitration tribunal or any Governmental Authority seeking to enjoin, restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated in this Agreement; (d) Buyer shall have received all consents, authorizations, waivers, and approvals required to be obtained prior to the Closing by any court or Governmental Authority under any applicable Law concerning the transactions contemplated herein which must be in form reasonably acceptable to Sellers; (e) Buyer shall have delivered to Sellers a certificate, dated and effective as of the Closing Date, executed by the president or an authorized vice president of Buyer, certifying to Sellers that on the Closing Date, except for such representations and warranties that speak as of an earlier date, the representations and warranties of Purchaser shall be Buyer contained in this Agreement are true and correct in all material respects as (and in all respects, in the case of the date hereof representations and as warranties qualified by materiality) and all covenants of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall Buyer contained herein have been performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation Seller shall be obligated to consummate the sale of Seller to close the transactions Property as contemplated by this Agreement is subject to hereby on the satisfaction (unless waived in advance in writing by Seller) of each of Closing Date, provided the following conditions at precedent exist or prior to Closinghave been waived by Seller: A. The (a) All representations and warranties of Purchaser Buyer contained in this Agreement or in connection with any of the transactions contemplated hereby shall be true and correct in all material respects as of the date hereof at and as of Closing as though such representations and warranties were made at and as of such time; (b) Buyer is in compliance in all material respects with all terms and conditions of this Agreement to be performed or complied with by Buyer on or prior to the time Closing Date; (c) Seller has obtained all required regulatory approval for this Agreement and the transactions contemplated hereunder; (d) Seller has obtained written unconditional approval and confirmation, in form acceptable to Buyer in its sole discretion, from Seller's senior secured lender that the sale of the Property under the specific terms of this Agreement is acceptable to said lender, and that the Properties will be conveyed and assigned to Buyer free and clear of all liens and encumbrances; (e) No suit, action, order or other proceedings shall be pending or threatened before any court or governmental commission, board or agency in which it is sought by a person or entity, to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, or to obtain substantial damages in connection with this Agreement or the transactions contemplated thereby, nor shall there be any investigation by any governmental agency pending or threatened which might result in any such suit, action, order or other proceedings seeking to restrain or prohibit consummation of the Agreement or the transaction contemplated thereby; The consummation of Closing as if made anew at such time provided, however, to on the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification Properties shall not be deemed to be lessened or otherwise modified a waiver by the use Seller of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all any of its covenants and agreements contained in this Agreement that require performance at rights or prior to Closing; providedremedies hereunder for breach of warranty, howevercovenant, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified herein by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedBuyer.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller Sellers' obligations to close consummate the transactions contemplated by this Agreement is hereunder are subject to the satisfaction (unless of the following conditions, compliance with which or the occurrence of which may be waived in advance writing, in writing whole or in part, by Sellerthe Sellers prior to the First Closing and/or Second Closing, as the case may be, provided, however, that no waiver of any condition contained within this Section 7.2 shall be effective unless duly authorized, executed and delivered by both Peskaitis and Lexon. (a) As of the First Closing Date and the Second Closing Date (i) all of the representations and warranties made by Buyer herein and in any Schedule or Exhibit hereto shall, in all material respects, be true and correct, (ii) all of the obligations of Buyer to be performed on or before the First Closing Date and/or the Second Closing Date, as the case may be, shall have been performed and (iii) each of the Sellers shall have received a certificate from Buyer, dated as of the First Closing Date and the Second Closing Date, as the case may be, as to the effect of the matters listed in subsections (i) and (ii) hereof. (b) Buyer shall have executed and delivered to the Sellers each of the agreements, certificates and other documents to be delivered to the Sellers pursuant to Section 7.4 hereof. (c) As of each of the following conditions at or prior to Closing: A. The representations First Closing Date and warranties of Purchaser shall be true and correct in all material respects as of the date hereof and as of the time of Second Closing as if made anew at such time providedDate, howeverno action, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action suit or proceeding shall have been instituted pertaining or threatened by any person or entity, or any governmental agency or body, before a court or governmental body, to restrain or prevent the consummation of the transactions contemplated by, or the performance by the parties hereto of their obligations under, this Agreement;. D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required (d) Peskaitis' obligation to apply for sell the same, Second Closing Peskaitis Shares shall be subject to the additional condition that no Qualified Offering shall have been received without occurred on or prior to the imposition Closing Date. For purposes of any burdensome condition upon Seller this Agreement, the terms "Qualified Offering" shall mean the sale by the Company of Common Stock or securities convertible into Common Stock in a single transaction or series of related transactions consummated on or before February 21, 2000 and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt which the Company receives net proceeds of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedat least $10,000,000.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation Seller shall consummate the sale of Seller to close the transactions Membership Interests as contemplated by this Agreement is subject to on the satisfaction (unless Closing Date, provided that the following conditions precedent and those in Section 9.3 shall have been satisfied or have been waived in advance in writing by Seller) of each of the following conditions at or prior to Closing: A. The (a) (i) the representations and warranties of Purchaser Buyer contained in Sections 7.1, 7.2 and 7.4 shall be true and correct in all material respects (other than those representations and warranties qualified with respect to materiality, which shall be true and correct in all respects) at and as of the date hereof Closing as though such representations and warranties were made at and as of the time of Closing as if made anew at such time provided, however, (except to the extent that any such representation or warranty of Purchaser contains a materiality qualificationexpressly relates to an earlier date, the in which case such representation or warranty shall be true and correct as qualified shall remain as stated of such earlier date) and such qualification shall not be deemed to be lessened or otherwise modified by the use (ii) all other representations and warranties of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements Buyer contained in this Agreement that require performance (disregarding any materiality qualifications contained therein) shall be true and correct in all respects at and as of Closing as though such representations and warranties were made at and as of Closing (except to the extent any such representation or prior warranty expressly relates to Closingan earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); provided, howeverthat, to in the extent that any covenant or agreement case of Purchaser contains a materiality qualificationthis clause (ii) only, the covenant or agreement as qualified foregoing condition shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining satisfied unless the individual or aggregate impact of all inaccuracies of such representations and warranties would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement;; and D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, (b) Buyer shall have been received without the imposition of any burdensome condition upon Seller complied in all material respects with all covenants and all applicable waiting periods shall have expired and all pre-closing conditions obligations contained in this Agreement to be performed or complied with by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement Buyer at or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered prior to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedClosing.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation Seller shall be obligated to consummate the sale of Seller to close the transactions Properties as contemplated by this Agreement is subject to on the satisfaction (unless waived in advance in writing by Seller) of each of Closing Date, provided the following conditions at precedent have been satisfied or prior to Closinghave been waived by Seller: A. The (a) All representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects as of the date hereof at and as of the time of Closing as if though such representations and warranties were made anew at and as of such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1Atime; B. Purchaser (b) Buyer shall have performed complied in all material respects with all of its covenants obligations and agreements conditions contained in this Agreement that require performance at to be performed or complied with by Buyer on or prior to the Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser (c) Buyer shall have delivered to Seller a certificate of its chief an executive officer of Buyer dated as of the Closing Date, certifying on behalf of Buyer that the conditions set forth in Sections 13.1 (A), (B), (Ca) and (Db) have been satisfiedfulfilled; (d) Seller and Buyer shall have agreed to the terms and provisions of a participation agreement pursuant to which Seller shall have the right to participate on a cost basis in xxxxx drilled by Buyer, its successors, assigns and designees, on any lands covered by the Subject Leases, with such participation to be no greater than [confidential information omitted] of the working interest owned by Buyer as of the Closing (“Participation Agreement”); (e) Seller and Buyer shall have agreed to the terms and provisions of all documentation necessary to release Seller from any further obligations with respect to the matters set forth on Schedules 3.1 (b) and (c) and to indemnify Seller from any further obligations with respect to such matters; and (f) All Title Defects and all Environmental Defects have been waived, cured or resolved to Seller’s satisfaction in accordance with the terms and provisions of this Agreement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close proceed with the transactions contemplated by this Agreement Closing is subject to the satisfaction (unless waived in advance or waiver in writing in whole or in part by Seller, in Seller’s sole discretion) of each of the following conditions at or prior to Closingprecedent: A. The (a) the representations and warranties of Purchaser Parent and Buyer (i) contained in Article IV of this Agreement (other than Section 4.13) shall be true and correct in all material respects as of the date hereof and as of the time of Closing Date, with the same effect as if made anew at and as of such time provided, however, date (except to the extent that any representation or warranty expressly made as of Purchaser contains a materiality qualificationan earlier date, in which case as of such earlier date), except where the representation or warranty as qualified shall remain as stated failure of such representations and such qualification shall not be deemed warranties to be lessened so true and correct (without giving effect to any limitation or otherwise modified by qualifier as to “materiality” or “Buyer Material Adverse Effect” or words of similar import set forth therein) does not have, and would not reasonably be expected to have, individually or in the use aggregate, a Buyer Material Adverse Effect and (ii) contained in Section 4.13 shall be true and correct as of “material respects” the date hereof and as of the Closing Date, with the same effect as if made at and as of such date (except to the extent expressly made as of an earlier date, in this Section 8.1Awhich case as of such earlier date); B. Purchaser (b) Parent and Buyer shall have performed or complied in all material respects with all of its covenants and agreements obligations contained in this Agreement that require performance at to be performed or complied with by Parent and Buyer prior to or at Closing; provided; (c) there shall be no order of any Governmental Authority having appropriate jurisdiction restraining, howeverenjoining or otherwise prohibiting the consummation of the transactions contemplated herein; (d) Seller shall have received (i) releases, in a form reasonably satisfactory to Buyer (that are effective or will become effective upon payment of the Eagle First Lien Payoff Amount and Eagle Second Lien Payoff Amount to the extent Eagle First Lien Administrative Agent and the Eagle Second Lien Administrative Agent, respectively), with respect to all Encumbrances granted pursuant to the Eagle First Lien Credit Documents and the Eagle Second Lien Credit Documents (the “Eagle Credit Document Releases”) and (ii) customary payoff letters, in a form reasonably satisfactory to Buyer, from the Eagle First Lien Administrative Agent and Eagle Second Lien Administrative Agent indicating that any covenant or agreement upon payment (in accordance with Section 7.2(a)(iii)) and receipt by it of Purchaser contains a materiality qualificationthe Eagle First Lien Payoff Amount and the Eagle Second Lien Payoff Amount, respectively, that the covenant or agreement Eagle First Lien Credit Documents and Eagle Second Lien Credit Documents, respectively, shall be terminated in accordance with their terms (other than indemnities and other obligations that by the express terms of the Eagle Credit Documents survive the termination thereof); (e) Buyer shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designations in the form attached hereto as qualified shall remain as stated Exhibit J (the “Certificate of Designations”) and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding filing shall have been instituted pertaining accepted; (f) the NYSE shall have approved the supplemental listing application with respect to the transactions contemplated by this Agreement; D. All required regulatory approvals Common Shares, and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser Parent shall have delivered to Seller a copy of such supplemental listing application countersigned by the NYSE and no notice of delisting from the NYSE shall have been received by Parent with respect to the Common Shares and Seller shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect; and (g) Parent and Buyer shall have delivered, or caused to be delivered, all of the items set forth in Section 7.2(a) that are required to be delivered by (or on behalf of) it or any of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedAffiliates.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close consummate the transactions contemplated to be performed by this Agreement them in connection with the Closing is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closingconditions: A. (a) The representations and warranties of Purchaser made by Buyer to Seller in this Agreement or any document or instrument delivered to Seller on the Closing Date shall be true and correct (i) in all material respects when made and (ii) on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date (except for changes contemplated by this Agreement or which do not singly or in the aggregate have a material adverse effect on the ability of Buyer to consummate the Contemplated Transactions). (b) Buyer shall have duly performed all of the covenants required to be performed by it under this Agreement on or before the Closing Date, and an authorized officer of Buyer shall deliver to Seller a certificate dated as of the date hereof and as of the time of Closing as if made anew at such time provided, however, Date certifying to the extent that any representation or warranty fulfillment of Purchaser contains a materiality qualification, this condition and the representation or warranty as qualified shall remain as stated and such qualification condition set forth in Section 8.2(a). (c) There shall not be deemed to be lessened pending any Proceeding brought by any Person before any Governmental Body challenging, affecting, or otherwise modified by the use of “seeking material respects” damages in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in connection with, this Agreement that require performance at or prior to Closing; providedany of the Contemplated Transactions. (d) A favorable opinion of Vorys, howeverXxxxx, to the extent that any covenant or agreement of Purchaser contains a materiality qualificationXxxxxxx and Xxxxx LLP, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply counsel for the sameBuyer, shall have been received without the imposition of any burdensome condition upon delivered to Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt dated as of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement Closing Date, in the form agreed to by the parties. (e) Early termination of Exhibit 1 and or expiration of the instrument of transfer, assignment and assumption in waiting period under the form of Exhibit 3; and H. Purchaser HSR Act shall have delivered occurred on or prior to Seller a certificate the Closing Date. (f) Consents (including all Governmental Authorizations) required of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) Buyer shall have been satisfiedobtained, on terms and conditions reasonably satisfactory to Seller, and Buyer shall provide evidence of the receipt of such Consents to Seller.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Each and every obligation of the Seller to close the transactions contemplated by this Agreement enter into and complete Closing is subject subject, at its option, to the fulfillment and satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closingconditions: A. 8.2.1. The representations and warranties of Purchaser the Buyer set forth in Section 5 hereof that are qualified by reference to materiality or a Material Adverse Effect shall be true and correct on and as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date, except for those representations or warranties that address matters only as of a particular date, which representations and warranties shall have been true and correct only as of such particular date. The representations and warranties of the Buyer set forth in Section 5 hereof that are not qualified by reference to materiality or a Material Adverse Effect shall be true and correct in all material respects as of the date hereof on and as of the time Closing Date as though such representations and warranties had been made on and as of the Closing Date, except for those representations or warranties that address matters only as if made anew at such time providedof a particular date, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated which representations and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser warranties shall have performed been true and correct in all material respects only as of such particular date. Buyer will have performed and complied with all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement to be performed or reasonably requested complied with by Seller; F. Purchaser shall have acknowledged receipt of it on or prior to the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall Closing Date. Buyer will have delivered to the Seller a certificate of dated the Closing Date and signed by its chief executive officer certifying President and Chief Executive Officer, stating that the conditions to the obligation of the Buyer to consummate the transaction set forth in (A), (B), (C) and (D) this Section 8.2.1 have been satisfiedsatisfied or fulfilled (unless otherwise waived by the Buyer in accordance with the terms hereof). 8.2.2. All necessary approvals and/or filings for the transactions contemplated hereby to be obtained and/or made by Buyer will have been obtained and/or made, as the case may be, and shall be in full force and effect. 8.2.3. Buyer shall have obtained public liability, product liability, general liability, comprehensive, property damage, vehicle, life, hospital, medical, dental, disability, worker’s compensation, key man, fidelity bond, theft, forgery, errors and omissions, directors’ and officers’ liability, and other insurance policies as are appropriate in accordance with commercially reasonable practices in the pharmaceutical industry. 8.2.4. Seller and Buyer shall have entered into an agreement with respect to material terms applicable to the supply contemplated by Section 9.12.1 of this Agreement. 8.2.5. At the Closing Buyer shall deliver to Seller the following:

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close consummate the transactions contemplated by this Agreement is subject to hereby shall be conditioned upon the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions or fulfillment, at or prior to Closing, of the following conditions, unless waived in writing by Seller: A. The (a) Each of Purchaser’s closing deliveries to Seller set forth in Section 2.4(a) shall have been made; (b) Each of the representations and warranties of Purchaser set forth herein shall be true and correct in all material respects as of the date hereof and as of the time Closing Date as though made as of the Closing as if made anew at such time provided, however, Date (except to the extent that any representation or warranty expressly made as of Purchaser contains a materiality qualificationan earlier date, the representation or warranty in which case as qualified shall remain as stated of such date) and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in and complied with all material respects all of its agreements and covenants and agreements contained in required by this Agreement that require performance to be performed or complied with by it at or prior to the Closing; provided, however, except where the failure of any such representation and warranty to be so true and correct (without giving effect to any “materiality” qualifier set forth therein) or failure to perform or comply with such agreement or covenant would not have a material adverse effect on the extent that any covenant or agreement ability of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to consummate the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, (c) The DOJ Consent shall have been received obtained; (d) The FCC Consent shall have been obtained without the imposition of any burdensome terms, conditions or provisions on Seller or its Affiliates requiring any of them to divest any asset or right or imposing on any of them any condition upon Seller and all or restriction, other than as required by the Governing Regulatory Documents; (e) All applicable waiting periods under the HSR Act (if applicable to the transactions contemplated by this Agreement) shall have expired and all pre-closing conditions or been terminated; (f) The requirements set forth on Schedule 6.1(f) (which relate to be performed by Purchaser in such approvals state public utility commissions) shall have been metsatisfied; E. Purchaser (g) If any transaction contemplated by Section 5.17 involving Third Party Rights has been submitted to the DOJ or the FCC for approval, such agency shall have executed and delivered any documents required approved or indicated its refusal to approve such transaction; and (h) On the Closing Date, no injunction or final judgment prohibiting the consummation of the transactions contemplated by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of been issued by any Governmental Authority having jurisdiction over the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedparties.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation obligations of Seller to close enter into and complete the Closing are subject to the fulfillment on or prior to the Closing Date of the following conditions, any one of which may be waived by Seller: (a) Buyer shall have delivered the Initial Closing Payment and the Holdback Amount, in accordance with Sections 3.3 and 3.4 herein; (b) Buyer shall have delivered to Seller good and sufficient instruments of assumption, pursuant to which the Buyer shall assume and agree to fully and timely perform and discharge the Assumed Liabilities. All such instruments of assumption (i) shall be in the form which is usual and customary for assuming the type of liabilities and obligations being assumed under the Legal Provisions of the jurisdiction applicable to such assumption, and (ii) shall be in form and substance reasonably satisfactory to Seller; (c) Buyer shall have delivered to Seller (i) proof of payment of the auction fees to Xxxxx Xxxxx & Co. or (ii) an amount equal to the auction fee paid by Seller to Xxxxx Xxxxx & Co., in each case not to exceed $50,000; (d) Buyer shall have delivered to Seller an amount equal to the pro-rated amount of 2011 rent payments for each Leased Property and for the Buildings at 4365 and 0000 Xxxxxx Xxxxxx, Naples, Florida, in each case from the Business Day immediately following the Closing Date until March 31, 2011. The Seller and Buyer agree that there shall be no adjustments for security deposits with respect to any of the Buildings; (e) With respect to the Building at 0000 Xxxxxx Xxxxxx, Naples, Florida, Buyer shall deliver to Seller an amount equal to the prorated amount of 2011 rent payments from the Business Day immediately following the Closing Date until March 31, 2011; provided that Seller shall have obtained and delivered to Buyer a letter from the owner of the Building certifying that the March 2011 rent payment has been made in full and such rent will be attributed to the Buyer. (f) There shall not be in effect any Order or Legal Provision which has the effect of making the transactions contemplated by this Agreement is subject to illegal or otherwise restraining or prohibiting consummation of such transactions; and (g) Seller shall have received from Buyer a certificate signed on behalf of Buyer by an authorized officer certifying that the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closing: A. The representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct in all material respects as of the date hereof on and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedDate.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Each and every obligation of the Seller or EuroGen to close enter into and complete the transactions contemplated by this Agreement Closing is subject subject, at their option, to the fulfillment and satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closingconditions: A. 8.2.1. The representations and warranties of Purchaser the Buyer set forth in Section 5 hereof that are qualified by reference to materiality or a Material Adverse Effect shall be true and correct on and as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date, except for those representations or warranties that address matters only as of a particular date, which representations and warranties shall have been true and correct only as of such particular date. The representations and warranties of the Buyer set forth in Section 5 hereof that are not qualified by reference to materiality or a Material Adverse Effect shall be true and correct in all material respects as of the date hereof on and as of the time Closing Date as though such representations and warranties had been made on and as of the Closing Date, except for those representations or warranties that address matters only as if made anew at such time providedof a particular date, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated which representations and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser warranties shall have performed been true and correct in all material respects only as of such particular date. Buyer will have performed and complied with all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement to be performed or reasonably requested complied with by Seller; F. Purchaser shall have acknowledged receipt of it on or prior to the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall Closing Date. Buyer will have delivered to the Seller a certificate certificate, dated the Closing Date and signed by an officer of its chief executive officer certifying Buyer, stating that the conditions to the obligation of the Buyer to consummate the transaction set forth in (A), (B), (C) and (D) this Section 8.2.1 have been satisfiedsatisfied or fulfilled (unless otherwise waived by the Buyer in accordance with the terms hereof). 8.2.2. All necessary approvals and/or filings for the transactions contemplated hereby to be obtained and/or made by Buyer will have been obtained and/or made, as the case may be, and shall be in full force and effect. 8.2.3. Buyer shall have obtained public liability, product liability, general liability, comprehensive, property damage, vehicle, life, hospital, medical, dental, disability, worker’s compensation, key man, fidelity bond, theft, forgery, errors and omissions, directors’ and officers’ liability, and other insurance policies as are appropriate in accordance with commercially reasonable practices in the pharmaceutical industry. 8.2.4. Wyeth shall have packed, tested and released for the Markets in the Territory sufficient finished Product inventory, and at Closing such inventory shall be available, to provide for sales of the Product in the Markets in the Territory through March 31, 2007 based on Seller’s Monthly Volume in all the Markets in the Territory, and Wyeth either shall have confirmed that Seller and EuroGen may permit Buyer to distribute Product inventory under Wyeth’s label in the Markets in the Territory, or EuroGen shall have received approval from the Relevant Regulatory Authorities of EuroGen’s variation for EuroGen’s release and packaging site for the Markets within the Territory. 8.2.5. At the Closing, Buyer shall deliver to Seller and EuroGen the following: (a) Closing Payment. A wire transfer in the amount of the Closing Payment and the Inventory Purchase Price, in accordance with Sellers’ proper instructions as to payment.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close consummate the transactions contemplated by this Agreement is subject to hereby shall be conditioned upon the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions or fulfillment, at or prior to Closing, of the following conditions, unless waived in writing by Seller: A. The (a) Each of Purchaser’s closing deliveries to Seller set forth in Section 5(a) shall have been made; (b) Each of the representations and warranties of Purchaser shall be true and correct in all material respects as of the date hereof of this Agreement and as of Closing Date as though made on and as of the time of Closing Date (except as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” expressly provided in this Section 8.1A; B. Agreement), and Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; providedhereunder, however, except to the extent that any covenant failure of any such representation or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed warranty to be lessened true and correct or otherwise modified by the use of “material respects” in this Section 8.1Bfailure to perform such covenant and agreement would not have a Purchaser Material Adverse Effect; C. No adverse action or proceeding (c) The DOJ Consent shall have been instituted pertaining obtained; (d) The FCC Consent shall have been obtained and become a Final Order, without the imposition of any terms, conditions or provisions on Seller or its Affiliates outside the ordinary course of business; provided however, in the event that as of January 31, 2007, the FCC Consent either shall not have been obtained and no petitions have been filed during the public notice period or shall have been obtained and no petitions were filed during the public notice period but shall not have become a Final Order, the foregoing requirement that the FCC Consent shall have become a Final Order shall be deemed waived. (e) All applicable waiting periods under the HSR Act (if applicable to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods ) shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have or been metterminated; E. Purchaser (f) The parties shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt reached agreement regarding the terms of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 FDS and the instrument of transfer, assignment and assumption in the form of Exhibit 3Cost Attachment; and H. Purchaser (g) On the Closing Date, no suit, action or other proceeding, or injunction or final judgment relating thereto, shall have delivered be pending before any arbitrator, court or governmental authority having jurisdiction over the parties in which it is sought to Seller a certificate restrain or prohibit the consummation of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedtransactions contemplated by this Agreement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation All obligations of a Seller to close the transactions contemplated by under this Agreement is subject are subject, at that Seller's option, to the satisfaction (unless waived in advance in writing by Seller) fulfillment, on or prior to the Closing Date, of each of the following conditions conditions: (a) each and every representation and warranty of Buyer, under this Agreement shall be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) as of the date when made and shall be deemed to be made again at and as of the Closing Date and shall then be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality); (b) Buyer, shall have performed and complied in all material respects with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be delivered, and otherwise taken all actions required to be taken, in each case by Buyer on or prior to Closing:the Closing Date; A. The (c) no suit, action, or other proceeding shall be pending or threatened before any court or arbitration tribunal or any Governmental Authority seeking to enjoin, restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated in this Agreement; (d) Buyer shall have received all consents, authorizations, waivers, and approvals required to be obtained prior to the Closing by any court or Governmental Authority under any applicable Law concerning the transactions contemplated herein; (e) Buyer shall have delivered to Sellers a certificate, dated and effective as of the Closing Date, executed by the president or an authorized vice president of Buyer, certifying to a Seller that on the Closing Date, the representations and warranties of Purchaser shall be Buyer contained in this Agreement are true and correct in all material respects as (and in all respects, in the case of the date hereof representations and as warranties qualified by materiality) and all covenants of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall Buyer contained herein have been performed in all material respects all of its covenants and agreements contained in this Agreement provided that require performance at or prior to Closing; provided, however, Buyer's certificate shall only relate to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3Restricted Stock; and H. Purchaser (f) Buyer shall have delivered completed due diligence reviews satisfactory to Seller a certificate of its chief executive officer certifying Buyer with respect to the Assets and shall have notified Sellers to that the conditions effect in (A), (B), (C) and (D) have been satisfied.writing

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller Sellers' obligations to close consummate the transactions contemplated by this Agreement is hereunder are subject to the satisfaction (unless of the following conditions, compliance with which or the occurrence of which may be waived in advance writing, in writing whole or in part, by Sellerthe Sellers prior to the First Closing and/or Second Closing, as the case may be, provided, 26 however, that no waiver of any condition contained within this Section 7.2 shall be effective unless duly authorized, executed and delivered by both Peskaitis and Lexon. (a) As of the First Closing Date and the Second Closing Date (i) all of the representations and warranties made by Buyer herein and in any Schedule or Exhibit hereto shall, in all material respects, be true and correct, (ii) all of the obligations of Buyer to be performed on or before the First Closing Date and/or the Second Closing Date, as the case may be, shall have been performed and (iii) each of the Sellers shall have received a certificate from Buyer, dated as of the First Closing Date and the Second Closing Date, as the case may be, as to the effect of the matters listed in subsections (i) and (ii) hereof. (b) Buyer shall have executed and delivered to the Sellers each of the agreements, certificates and other documents to be delivered to the Sellers pursuant to Section 7.4 hereof. (c) As of each of the following conditions at or prior to Closing: A. The representations First Closing Date and warranties of Purchaser shall be true and correct in all material respects as of the date hereof and as of the time of Second Closing as if made anew at such time providedDate, howeverno action, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action suit or proceeding shall have been instituted pertaining or threatened by any person or entity, or any governmental agency or body, before a court or governmental body, to restrain or prevent the consummation of the transactions contemplated by, or the performance by the parties hereto of their obligations under, this Agreement;. D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required (d) Peskaitis' obligation to apply for sell the same, Second Closing Peskaitis Shares shall be subject to the additional condition that no Qualified Offering shall have been received without occurred on or prior to the imposition Closing Date. For purposes of any burdensome condition upon Seller this Agreement, the terms "Qualified Offering" shall mean the sale by the Company of Common Stock or securities convertible into Common Stock in a single transaction or series of related transactions consummated on or before February 21, 2000 and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt which the Company receives net proceeds of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedat least $10,000,000.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The 12.01 In addition to any other conditions set forth in this Agreement, the conditions set forth below must be satisfied to the Seller's satisfaction or waived prior to closing, as determined in Seller's sole and absolute discretion, and if any of these conditions precedent are not met to Seller's satisfaction or waived by Seller prior to closing, this Agreement shall terminate and Seller shall have no liability or obligation of Seller hereunder. These conditions precedent to Seller's obligation to close are as follows: (a) All of the transactions contemplated by terms, conditions and covenants in this Agreement is subject to be complied with and performed by the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at Buyer or other parties on or prior to Closing: A. The representations the closing shall have been complied with and warranties of Purchaser performed by Buyer and such other parties in all respects, and the representations, warranties, covenants and agreement made by the Buyer in this Agreement shall be true and correct in all material respects as of the date hereof respects, on and as of the time of Closing closing date, with the same force and effect as if those representations and warranties had been made anew at such time provided, however, to on and as of the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1Aclosing date; B. Purchaser shall have performed in all material respects all (b) A final nonappealable order of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding Bankruptcy Court shall have been instituted pertaining entered meeting the requirements of Section 9.01. (c) Sagar shall have delivered the General Release contemplated in Section 10.04 to Sellers contemporaneous with the closing. (d) A Certificate of the Secretary of Buyer certifying as to the transactions contemplated incumbency of officers, corporate resolutions and such other matters as may reasonable be requested by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the sameSeller, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods delivered to Sellers. (e) Sagar shall have expired and all pre-closing personally guaranteed the payment of the Promissory Note. The determination of whether the aforementioned conditions to be performed by Purchaser in such approvals precedent have been met; E. Purchaser satisfied or waived shall be made by Sellers in their sole and absolute discretion. In the event any of such conditions precedent are not satisfied or waived by Sellers on or before the closing date, then this Agreement may be terminated by Sellers upon written notice to Buyer, and, subject to the applicable provisions of Sections 13.08 and 14.12, this Agreement shall thereafter be null, void and of no further force or effect and no party shall have executed and delivered any documents required by rights, obligations or liabilities to the other on account of this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedany matters contemplated herein.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Seller's obligation of Seller to close consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the ofthe following conditions at or prior to Closingconditions: A. The (a) All of Purchaser's representations and warranties of Purchaser as contained herein shall be true and correct in all material respects as of the date hereof ofClosing and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained of Purchaser made in this Agreement that require performance at or prior to Closingshall have been fulfilled; provided, however, that ifPurchaser shall have assigned this Agreement in accordance with Section 17, such assignee(s) shall make with respect to itselfor themselves the extent that any covenant representations set forth in Section 8.2, adjusted, as appropriate, to reflect the nature ofthe legal entity ofsuch assignee and the laws under which it is governed. (b) Each item or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed instrument to be lessened delivered by Purchaser described in Section 5.6 below is delivered at the Closing. (c) No suit, action or other proceeding shall be pending which seeks to restrain, enjoin or otherwise modified by prohibit the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions consummation ofthe transaction contemplated by this Agreement;. D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon (d) Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed agreed to the Work Plan and delivered any documents required by this Agreement or reasonably requested by Seller;Budget F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of (e) Purchaser and Seller shall have executed agreed on the provisional closing statement in fonns ofthe Master Leases and the Ground Leases. (f) Purchaser and Seller shall have agreed on the form of Exhibit 1 ofGuaranty. (g) Purchaser and the instrument of transfer, assignment Seller shall have agreed on Schedule II. (h) Purchaser and assumption in Seller shall have agreed on the form of Exhibit 3; andofPost-Closing Escrow Agreement. H. (i) Purchaser and Seller shall have delivered to agreed on the form ofBill of Sale and General Instrument of Transfer. (g) Purchaser and Seller a certificate of its chief executive officer certifying that shall have agreed on the conditions in form ofthe Assignment and Assumption Documents (A), (B), (Ck) Purchaser and (D) Seller shall have been satisfiedagreed on the Closing Statement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to the Closing: A. a. The representations timely filing of applications by Buyer for Regulatory Approvals in accordance with the terms of this Agreement; b. Seller shall have received all required Regulatory Approvals, regardless of whether Seller or Buyer was required to apply for the same, without condition or restriction, with respect to the transactions contemplated by this Agreement [and warranties of Purchaser shall be true and correct in all material respects as the applicable 15/30-day waiting period under section 18(c)(6) of the date hereof Federal Deposit Insurance Act (12 U.S.C. Section 1828(c)(6)) and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified 12 C.F.R. Section 563.22(d)(3) shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified have expired without objection by the use Office of “material respects” in this Section 8.1AThrift Supervision or the United States Attorney General; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. c. No adverse action or proceeding shall have been instituted or threatened on or before the Closing Date pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, d. Buyer shall have furnished the documents and satisfied the other requirements contemplated in Section 7.5; e. The representations and warranties of Buyer shall be true and correct as of the Closing Date and Buyer shall have performed all of its covenants and obligations under this Agreement; f. All applicable waiting periods, if any, required by Section 7A of the Clayxxx Xxx (commonly referred to as the "Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act," 15 U.S.C. Section 18a) and the rules promulgated thereunder shall have expired or have been received without waived and neither the imposition Federal Trade Commission nor the Antitrust Division of any burdensome condition upon Seller the United States Department of Justice shall have instituted a proceeding alleging that the transactions contemplated by this Agreement violate Section 7 of the Clayxxx Xxx or Section 5 of the Federal Trade commission Act; and all applicable waiting periods under the Bank Merger Act and the rules promulgated thereunder shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals or have been met;waived; and E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and g. Seller shall have executed received an opinion of McCarty, Curry, Wydevan, Peeters & Haak, xxgal counsel for Buyer, dated as of the provisional closing statement Closing Date, in form and substance satisfactory to Seller and its counsel, to the form effect that: 1. Buyer is a Wisconsin banking corporation duly organized and existing in good standing under the laws of Exhibit 1 the State of Wisconsin and possesses full corporate power and all necessary approvals to own and operate its properties and to carry on its business as presently owned, operated and conducted by it. Buyer is duly qualified to do business and is in good standing under the laws of the State of Wisconsin . Buyer is a member in good standing of the Federal Reserve Bank of Chicago, Illinois , and Buyer's accounts are insured by FDIC to the fullest extent permitted under federal law, and to such counsel's knowledge (i) no proceedings for the termination or revocation of such insurance are pending, or threatened, and (ii) Buyer is not currently under any cease and desist order; 2. The execution, delivery and performance by Buyer of this Agreement and the instrument of transfer, assignment and assumption documents executed in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) connection herewith have been satisfied.duly authorized by all necessary corporate

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close proceed with Closing on the transactions contemplated by this Agreement Closing Date is subject to the satisfaction (unless waived in advance in writing satisfaction, or waiver by Seller) of each , at or prior to the Closing of the following conditions at or prior to Closing:precedent (collectively, the “Seller’s Closing Conditions”): A. (a) The representations Buyer’s Representations and warranties of Purchaser Warranties shall be true and correct at the Closing on the Closing Date to the same extent as if they had been originally made at the Closing (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (b) Buyer shall have surety bonds in place prior to the Closing Date sufficient to replace any of the Operators’ surety bonds or other financial security placed with any Governmental Authorities and securing obligations with respect to the Assets; (c) Buyer shall have performed, in all material respects as respects, all obligations and complied with all covenants contained herein, and shall have completed all actions, corporate or other, that are necessary to be performed or complied with by Buyer on or before Closing; (d) The Allocated Value of each of the date hereof and as of Surface Tracts shall be an amount acceptable to Seller, in its sole discretion (failing which the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified Surface Tracts shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified a part of the Excluded Assets and the Base Purchase Price shall be reduced by the use Allocated Value of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all each of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; providedthe Surface Tracts, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified but Seller shall remain as stated obligated to close on the other Assets); and (e) Adjustments for Title Defects and such qualification Environmental Defects shall not be deemed to be lessened or otherwise modified by greater than the use sum of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt 15% of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedBase Purchase Price.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Seller’s obligation of Seller to close consummate the transactions transaction contemplated by this Agreement hereunder is subject to the satisfaction (unless waived in advance in writing by Seller) of following conditions, each of which is for the following conditions at or prior to Closing:benefit of Seller (“Seller’s Closing Conditions”): A. The 1. All representations and warranties made in this Agreement by Buyer are true and correct as of Purchaser the date of this Agreement, and shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A;Date. B. Purchaser 2. Buyer shall have performed in all material respects satisfied all of its covenants material obligations hereunder. 3. Buyer shall have received all approvals necessary for the completion of the transaction contemplated hereunder. In the event that one or more of the above conditions are not satisfied after the Contingency Period but on or before the Closing Date, then Seller may (i) waive satisfaction of such condition or conditions in writing (delivered to Buyer and agreements contained in Escrow Holder), and the closing of Escrow shall proceed, or (ii) terminate this Agreement that require performance at or prior in writing (delivered to Closing; providedBuyer and Escrow Holder). If Seller provides notice of termination, however, to this Agreement shall terminate and the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding Parties shall have been instituted pertaining no further obligations under this Agreement (with the exception of obligations that survive Closing, and except that Buyer shall pay the expenses of canceling Escrow), and Escrow Holder shall deliver to Seller the transactions contemplated by Deposit as liquidated damages as provided in Section 5(A) below. In addition, during the Contingency Period, Seller maintains the sole and absolute right and discretion to terminate this Agreement; D. All required regulatory approvals Agreement in writing (the “Seller Discretionary Termination”). If Seller provides notice of exercise of Seller Discretionary Termination, this Agreement shall terminate and notices, regardless of whether Seller or Purchaser was required to apply for the same, Parties shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by no further obligations under this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt (with the exception of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser obligations that survive Closing, and except that Seller shall have executed pay the provisional closing statement in the form expenses of Exhibit 1 canceling Escrow), and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser Deposit shall have delivered be returned to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfiedBuyer.