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

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each and every representation of Seller under this Agreement shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions being met(any one of which may be waived at Closing b Buyer) upon agreement of Buyer, be tendered as a post Closing delivery at such times as set forth by Buyer: (a) Each The representations and every representation of warranties by BlackBox and the Seller under contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing as though such representations and shall warranties were made at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer.time; (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller BlackBox shall have delivered to Buyer copies of the resolutions or a certificate executed written action of the Board of Directors of BlackBox and Seller authorizing the execution and delivery by BlackBox and Seller of this Agreement, and each of the president of other transaction documents to which BlackBox or Seller dated the Closing Dateis a party, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated hereby and thereby, certified by this Agreement.an authorized officer of BlackBox; (c) The Seller shall have delivered to Buyer the certificates representing the BlackBox Shares duly endorsed (or with executed stock powers) in the name of Buyer, so as to make Buyer the sole owner thereof. The BlackBox Shares shall be duly authorized, validly issued in the name of Buyer, fully paid and non assessable in all respects. Seller shall have also delivered to Buyer certificates representing the Seller Shares in the name of Buyer, and without restriction other than those required under the Securities Act, and such Seller Shares shall immediately be deemed duly authorized, validly issued, fully paid and non assessable in all respects; (d) Seller and BlackBox shall have delivered to Buyer all minute books, share transfer books, share certificate books, and corporate certificates, and all corporate seals and financial and accounting books and records of BlackBox or that otherwise relate to its accounting records or to its license agreements with the University of Chicago or otherwise; (e) Buyer The Seller and BlackBox shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable delivered to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreementsdocuments, certificates, instruments or writings reasonably requested by Buyer in connection herewith, and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party evidence reasonably satisfactory to Buyer prior that there are no contingent tax liabilities that would arise with respect to or in connection with the Closingtransactions contemplated hereby.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each All the representations and every representation warranties of Seller under contained in this Agreement Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and accurate correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the date when made (except that where sole purpose of determining whether or not any statement in a representation of such representations and warranty expressly includes a standard of materiality, such statement shall be warranties are true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at correct as aforesaid on and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materialityDate, such statement no effect shall be true and accurate given to any materiality qualification contained in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement representation or consented to by Buyerwarranty. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing DateNo suit, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer action or any of its affiliates) other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) Buyer All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have received a release of any liens covering expired or affecting the Properties, executed in recordable form in form and substance agreeable to Buyerbeen terminated. (f) Buyer GP Approval shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance")been obtained. (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under to consummate the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) are subject to each of the following conditions being met:met (or waived by Buyer in writing in its sole discretion): (a) Each and every representation of Seller under this Agreement (i) shall be true and accurate in all material respects as of the date when made (except other than (A) any representation that where any statement in is subject to a representation and warranty expressly includes a standard of materialitymateriality qualifier, such statement which shall be true and accurate in all respects after giving effect to such standardmateriality qualification and (B) the representations and warranties set forth in the last sentence of Section 4.5, which shall be true and correct in all respects) as of the date when made and shall be deemed to have been made again at and as of the time of Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of the Retained Easement Closing) and (ii) shall at and as of such the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of Closing the Retained Easement Closing) be true and accurate in all material respects (except or, with respect to (A) any representation that where any statement in a representation and warranty expressly includes a standard of is qualified by materiality, such statement shall be true and accurate in all respects after giving effect to such standardmateriality qualification or (B) the representations and warranties set forth in the last sentence of Section 4.5, in all respects), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, prior to or at the Retained Easement Closing) (except for covenants, agreements and conditions that are qualified by materiality, each of which Seller shall have performed and complied with in all respects after giving effect to such materiality qualification). (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing DateNo suit, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer action or any of its affiliates) other proceedings shall, on the date of Closing Date(or, as applicable, the Retained Easement Closing), be pending or threatened before any court or Governmental Entity Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing), and no law, rule or regulation shall have been enacted by any Governmental Authority that makes the consummation of the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) illegal. (d) (i) All Easement Amendments and all Required Contract Extensions, Renewals and Executions shall have been obtained in accordance with Section 6.2(a) and true and correct copies thereof shall have been delivered to Buyer, (ii) the Lender Consent shall have been obtained and a true and correct copy thereof shall have been delivered to Buyer and (iii) the Seller Lien shall have been released in accordance with this Agreement. (e) Buyer Seller shall have received a release of any liens covering performed and delivered, as applicable (or affecting shall contemporaneously be performing and delivering, as applicable) the Properties, executed actions and items set forth in recordable form in form and substance agreeable to BuyerSection 9.2. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement to purchase the Purchased Assets at the Closing are subject to the satisfaction, or where legally permissible, waiver, on or before the Closing Date of each of the following conditions being metconditions: (a) Each The representations and every representation warranties of the Seller under contained in this Agreement shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate correct in all material respects (except that where any statement in a representation such representations and warranty expressly includes a standard of materialitywarranties as are qualified as to materiality by their terms, such statement which shall be true and accurate correct in all respects giving effect to such standard)respects) as of the Closing Date, except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) and the Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by all its covenants contained in this Agreement (except such covenants as are qualified as to materiality by their terms, which shall be complied with in all respects) to be performed or and complied with by Seller prior to it on or at before the Closing.Closing Date; (b) No statute, rule or regulation or order or injunction of any court or administrative agency shall be in effect that prohibits Buyer from consummating the transactions contemplated hereby; (c) Seller All Consents required in connection with the transactions contemplated hereby shall have delivered a certificate executed by been obtained on terms that are not reasonably likely to adversely affect the president business, financial condition, results of Seller dated operations, assets, liabilities or prospects of the Closing Date, representing and certifying in such detail as Buyer may reasonably request that Business after the conditions set forth in subsections (a) and (b) above have been fulfilled.Closing; (d) No Proceeding (excluding There shall not be any Proceeding initiated by Buyer material action, suit or any of its affiliates) shall, on the Closing Date, be proceeding pending or threatened before any Governmental Entity seeking that seeks to restrain, prohibit, or obtain damages or other relief in connection with prohibit the consummation of the transactions contemplated by this Agreement.hereby; (e) Buyer All actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement, including without limitation all of the Related Agreements, shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable be reasonably satisfactory to Buyer.; (f) Buyer From and after the date hereto to the Closing, there shall not have received conveyances of occurred any Material Adverse Change with respect to the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance").Business; (g) Seller shall have delivered or otherwise make available to Buyer for inspection all materials reasonably requested by Buyer, and Buyer shall have received a certificate completed to its satisfaction, its business, legal, accounting and tax due diligence review of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder.Business; and (h) Buyer shall have received obtained on terms and conditions satisfactory to it all other agreements, instruments and documents which are required financing necessary to consummate the transactions contemplated by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with and the ClosingRelated Agreements (including without limitation paying the cash portion of the Closing Purchase Price).

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each and every representation of Seller under this Agreement shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller LP Sellers shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller LP Sellers prior to or at the LP Closing. (cb) Seller LP Sellers shall have delivered a certificate executed by an executive officer of LP Sellers dated as of the president of Seller dated the LP Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections subsection (a) and (b) above have been fulfilled. (dc) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliatesAffiliates) shall, on the LP Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (ed) Buyer shall have received a release of any liens covering or affecting Liens with respect to the LP Properties, executed in recordable form by the Lender, and in form and substance agreeable to Buyer. (fe) Buyer shall have received conveyances an assignment of the LP Properties executed and delivered by SellerLP Sellers, which conveyances assignment shall be substantially in the form of the instruments instrument attached hereto as Exhibit 9.1(f) D in all material respects (collectively the "Conveyance"“Assignment”). (gf) Buyer shall have received a certificate that each of non-the LP Sellers is not a “foreign status in form, date and content reasonably acceptable to Buyerperson”, executed and delivered by Seller pursuant to LP Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (hg) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller LP Sellers or any other party to Buyer prior to or in connection with the LP Closing. (h) Evidence of replacement bonds guarantees and letters of credit, pursuant to Section 12.10. (i) Closing shall have occurred between Buyer, LEH and others pursuant to Asset Purchase and Sale Agreement dated as of April 13, 2008.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each of the representations and every representation warranties of Seller under this Agreement contained in Article IV shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate correct in all respects giving effect to such standard) and shall be deemed to have been made again at on and as of the time of Closing and shall at Date as if made on and as of such time date, except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of Closing be a specified date, in which case such representation or warranty shall have been true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate correct in all respects giving effect as of such specified date, and (iii) any such inaccuracies or breaches which, in the aggregate, have not had or could not reasonably be expected to such standard)have, except as to changes specifically contemplated by this Agreement or consented to by Buyera Material Adverse Effect. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president an officer of Seller dated as of the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliatesAffiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances conveyance of the Properties executed and delivered by Seller, which conveyances conveyance shall be substantially in the form of the instruments instrument attached hereto as Exhibit 9.1(fSchedule 9.1(e) in all material respects (collectively the "Conveyance"). (gf) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (hg) Buyer shall have received the third party consents as required under Section 6.4, and all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The All obligations of Buyer under this Agreement hereunder are subject to the fulfillment, at or prior to the Closing, of each of the following conditions being met:precedent set forth below or otherwise contained herein. (a) Each The representations and every representation warranties of Seller under this Agreement contained herein shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at correct on and as of the time of Closing Closing, with the same force and shall at effect as though made on and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard)said date, except as to changes specifically effected by the transactions contemplated by this Agreement or consented to by Buyerhereby. (b) Seller shall have performed all of its obligations and agreements, and complied in with all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenantof its covenants herein, agreement and condition required by this Agreement to be performed or and complied with by Seller Seller, prior to closing or at such earlier date as herein specified. At the Closing, Seller shall deliver possession of the Assets to Buyer as contemplated herein. (c) Seller The Bankruptcy Court shall have delivered a certificate executed by entered an order: (i) approving the president sale, transfer, assignment and assumption, as appropriate, of Seller dated the Closing Date, representing Assets to Buyer upon the terms and certifying in such detail as Buyer may reasonably request that the conditions set forth herein, free and clear of any and all liens, claims and encumbrances of any kind or nature whatsoever, excluding only the security interest in subsections favor of the Seller in and to the Accounts Receivable and those liabilities or obligations of Seller, if any, expressly assumed by Buyer; (aii) , (iii) providing that any and all valid liens, claims and encumbrances shall attach to the Purchase Price at Closing; and (biv) above have been fulfilledcontained a finding that the Buyer is a good faith purchaser pursuant to Section 363 (m) of the Bankruptcy Code (the "Sale Order"). (d) No Proceeding (excluding any Proceeding initiated Subject to paragraph 17 below, unless individually or collectively waived by Buyer in writing proper to the entry of the Sale Order, the Bankruptcy Court shall have entered an order(s) approving Seller's assumption of the Assumed Contracts in accordance with Section 365(b) of the Bankruptcy Case and assignment to Buyer as of Closing. If the Sale Order shall not have become final and beyond further appeal or reconsideration by any court (thereby becoming a "Final Order"). Buyer shall have the right solely in the discretion of its affiliates) shallBuyer, on to delay the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with until a date not later than fifteen (15) days after the consummation of the transactions contemplated by this AgreementSale Order shall become a Final Order. (e) At the Closing, Seller shall deliver to Buyer shall have received the following documents (executed by Seller's authorized representatives, as appropriate), in a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable satisfactory to Buyer., and other items: (i) Bill xx Sale; (ii) Absolute Assignment of the Assumed Contracts and Intangible Property; (iii) Original certificates of title for the vehicles or other assets, assigned by Seller to Buyer; (iv) Copies or originals of all the Books and Records; (v) A certified copy of the Sale Order; (vi) Originals of the Assumed Contracts; (vii) A certified resolution of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement; (viii) Notices in a form reasonably satisfactory to Buyer executed by Seller's president to each customer or account debtor of Seller, as the case may be, of the sale of the Assets and/or Buyer's right to collect the Accounts Receivable, such notices to be delivered to such parties by Buyer immediately after the Closing; and (f) Buyer There shall have received conveyances of the Properties executed been no material and delivered by Seller, which conveyances shall be substantially adverse change in the form of Assets from the instruments attached hereto date hereof until the Closing except as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in formdisclosed, date and content reasonably acceptable to to, Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under Buyer's obligation to acquire the Property pursuant to this Agreement are shall be subject to each the satisfaction, prior to the Closing Date, of all of the following conditions being metprecedent, each of which is for the benefit of Buyer and may be waived by Buyer in its sole discretion [provided that if Buyer terminates this Agreement because the condition precedent set forth in clause (b) below is not satisfied, then, in consideration of Seller having entered into this Agreement, $100,000.00 of the Earnxxx Xxxey Deposit shall be paid to Seller (and to the extent necessary therefor, Buyer will give such written instructions to Escrowee as will enable it to pay said $100,000.00 to Seller within three (3) business days of Buyer's election to terminate under said clause (b) below, failing which Seller shall be entitled to receive all interest accruing on the entire Earnxxx Xxxey Deposit from and after said three (3) business day period), with the balance refunded to Buyer, whereas upon the failure of any other conditions precedent set forth below which Buyer does not elect to waive, but, rather, Buyer terminates this Agreement as a consequence thereof, then without limitation of any of Buyer's other rights hereunder, all of the Earnxxx Xxxey Deposit shall be refunded to Buyer]: (a) Each except for Permitted Changes, all representations and every representation warranties of Seller under this set forth in the Agreement shall be true and accurate correct in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer.Date; (b) Seller shall have performed and complied in all material respects with (or compliance therewith there shall have been waived no material adverse change in the condition, financial or otherwise, of the Property or the underlying hotels, banquet/convention facilities or golf courses and related operations since the Contract Date, excluding normal seasonal variations in the operation or condition of the Property, an insured casualty covered by Buyer) each and every covenantSection 9.1 below, agreement and condition required or a condemnation covered by this Agreement to be performed or complied with by Seller prior to or at the Closing.Section 9.2 below; (c) Seller shall have delivered a certificate executed by the president performed, in all material respects, all of Seller dated the Closing Date, representing its covenants and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled.obligations under this Agreement; (d) No Proceeding the Title Company shall be prepared to issue the Title Policy (excluding or a "marked-up" title commitment as described in Section 4.1 above); (e) Seller shall have obtained those consents from, given those notices to, and made those filings and registrations with, any Proceeding initiated by Buyer governmental body or authority, or any of its affiliates) shallother person or entity, on the Closing Datewhich are required to be obtained, be pending given or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief made in connection with the consummation assignment of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering Operating Permits to Lessee, with respect to which the failure to obtain, to give or affecting to make would materially and adversely affect Lessee's ability to conduct business at each Resort on substantially the Properties, executed in recordable form in form and substance agreeable to Buyer.same basis as business is currently being conducted thereat; (f) Buyer those Licenses and Permits and those Operating Permits shall have received conveyances of been assigned or reissued to either Buyer or Lessee, as appropriate, with respect to which the Properties executed failure to assign or reissue would have a material and delivered by Seller, which conveyances shall be substantially in adverse affect on Lessee's ability to conduct the form of business at the instruments attached hereto Property as Exhibit 9.1(f) in all material respects (collectively the "Conveyance").currently conducted; and (g) Buyer Seller shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, timely executed and delivered by Seller pursuant to Section 1445 Escrowee all of the Code and the regulations promulgated thereunderitems referred to in Section 11.2 hereof. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under to carry out the transactions contemplated by this Agreement are subject to the fulfillment (or waiver in writing by Buyer), on or prior to the Closing Date, of each of the following conditions being metconditions: (a) Each Buyer and every representation of Seller under this Agreement shall be true have received all applicable and accurate in all material respects as required governmental and regulatory approvals, including, but not limited to, that of the date when made (except that where any statement in a representation New York State Banking Department, FDIC and warranty expressly includes a standard Federal Trade Commission or Department of materialityJustice, such statement shall be true and accurate in all respects giving effect as applicable, with respect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically transactions contemplated by this Agreement Agreement, all applicable waiting periods relating thereto shall have expired and Buyer and Seller shall have complied fully with all conditions of such approvals which can be complied with at or consented prior to by Buyerthe Closing Date (all such approvals and the expiration of such waiting periods, hereinafter the "Regulatory Approvals"). (b) In all material respects, the representations and warranties of Seller shall be true and correct on the Closing Date and Seller shall not have performed breached any of its covenants under this Agreement and shall have complied in all material respects with (or compliance therewith all of its obligations under this Agreement. The Chief Executive Officer and the Chief Financial Officer of Seller shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement deliver a certificate on the Closing Date to be performed or complied with by Seller prior to or at the Closingsuch effect. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release duly executed Xxxx of any liens covering or affecting Sale and Assignment of Assets of Seller conveying the PropertiesAssets in substantially the form set forth in Exhibit G hereto. (d) Seller shall have executed the Assignment and Assumption Agreement in substantially the form set forth in Exhibit H hereto. (e) Seller shall have delivered to Buyer Exhibits B, executed C, D and E certified by an officer of Seller as complete and correct, listing the Liabilities, Contractual Obligations, Operating Assets and Account Loans, as of the dates specified in recordable form in form and substance agreeable to Buyer.Article I. (f) Buyer shall have received conveyances of on the Properties Closing Date fully executed and delivered by Seller, which conveyances shall be substantially original Leases for the Branch Offices in the form of the instruments attached hereto annexed and as set forth in Exhibit 9.1(f) in all material respects (collectively the "Conveyance").H. (g) Buyer shall have received a certificate the opinion of non-foreign status counsel for Seller in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereundersatisfactory form substantially as set forth in Exhibit I hereto. (h) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of any of the transactions contemplated by the Agreement. (i) Between the date hereof and the Closing Date, there shall have been no material damage to or destruction or condemnation of the Branch Offices. (j) Between the date hereof and the Closing Date, there shall have occurred no Material Adverse Effect in the operations or business of the Branch Offices other than any such change which is a result of changes in general economic conditions which affect the banking industry as a whole. (k) On or prior to the Closing Date, to the extent in Seller's possession, Seller shall deliver to Buyer the Records, and other files, documents, papers, and records as shall be reasonably necessary to conduct a banking business at the Branch Offices and to administer the Assets and the Liabilities or as Buyer shall reasonably request. (l) Buyer shall have received a certificate from Seller, signed by a duly authorized officer thereof, stating that all other agreements, instruments and documents which are required by other terms of conditions set forth in this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the ClosingArticle X have been fulfilled.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations Obligations of Buyer under this Agreement are to close hereunder shall be subject to each the fulfillment and satisfaction, prior to or at Closing, of the following conditions being met: (a) Each and every representation of Seller under this Agreement shall be true and accurate in all material respects as of set forth below or the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to written waiver thereof by Buyer. (ba) Seller shall have performed duly executed and complied in all material respects with delivered to Buyer one or more bills of sale for the Assets; (or compliance therewith b) The Seller shall have been waived delivered to Buyer (i) a certificate of its good standing as of a recent date as issued by Buyerthe Secretary of State of their respective states of incorporation or organization (ii) each and every covenanta copy of its bylaws or operating agreement certified as of the Closing Date by its Secretary or Assistant Secretary, agreement and condition required (iii) evidence that all Seller action necessary to be taken by it to effectuate the transactions contemplated by this Agreement has been taken, and (iv) certified copies of resolutions of the Board of Directors and shareholders of the Seller in form and substance reasonably satisfactory to be performed or complied with by Seller prior to or at the Closing.Buyer; (c) Seller shall have filed and delivered a certificate executed by termination statements for any and all Liens or UCC financing statements, including, without limitation, the president following UCC financing statements filed with the State of Seller dated the Closing Date, representing Florida: UCC 4200603594938; 200603541311 and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled200509699462. (d) No Proceeding (excluding Buyer shall have the exclusive right to represent themselves as the successors of the Business previously conducted by the Seller. Seller shall at the Closing, transfer to Buyer all of their right to, and title and interest in, the corporate name and "Able Oil Melbourne" and any Proceeding initiated by derivative thereof, within the State of Florida. At Closing, Seller shall amend its Articles of Incorporation, to change the Seller's name so as not to be confusingly similar to "Able Oil Melbourne", and that does not contain the words or "Able Oil Melbourne". Seller shall deliver the amendment to articles of incorporation to Buyer or at Closing for Buyer to file with the Florida Department of State. Seller and Parent and any affiliates each agree to never use any of its affiliates) shall, on these words in the Closing Date, be pending names of any entity or threatened before in any Governmental Entity seeking tradenames in which they have an interest within the State of Florida. Seller hereby waives any objection to restrain, prohibit, or obtain damages or other relief in connection with the consummation Buyer's use of the transactions corporate name "Able Oil Florida" or "Able Oil Melbourne" and any derivative thereof, and hereby agrees to execute any documents necessary to effectuate the name change contemplated by this Agreementherein. (e) Buyer shall have received obtain such permits, licenses, filings and other governmental authorizations, agreements or a release transfer of any liens covering or affecting same which in Buyer's sole discretion permits Buyer to operate the Properties, executed in recordable form in form and substance agreeable to BuyerBusiness. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The All obligations of Buyer under this Agreement are subject to the fulfillment, prior to the, or at the Closing on, the Closing Date, of each of the following conditions being metconditions: (a) Each 6.1 The representations and every representation of Seller under warranties by Sellers contained in this Agreement or in any certificate or document delivered to Buyer pursuant to the provisions hereof shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing as though such representations and shall warranties were made at and as of such time. 6.2 Buyer shall have received the resignations of all present officers and directors of, and shall appoint such new officers and directors, of Acquiree as Buyer shall direct, subject, however, to the requirement that the resignations of such present officers and directors shall take effect, and such new officers and directors shall take office, only at such time following the Closing, as such taking of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement office shall be true lawful and accurate in proper following compliance by Acquiree of all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyerrequirements therefor under the Securities Exchange Act of 1934. (b) Seller 6.3 Acquiree and Sellers shall have performed and complied in with all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenantother covenants, agreement and condition conditions required by this Agreement to be performed or complied with by Seller them prior to or at the Closing. 6.4 Acquiree shall have, at the Closing, a minimum of Two Million Dollars (c$2,000,000.00) Seller in cash in hand, accounts payable and accrued expenses of no more than Three Hundred Thousand Dollars ($300,000.00). Any adjustments to any of the above accounts shall be reflected as an adjustment to the Price, as defined in Section 1.2. 6.5 Acquiree shall have delivered a certificate terminated the rights conveyed to certain respective Employees under the Alacrity Systems Incorporated Employee Stock Compensation Program, such rights to include an option on stock not previously vested. 6.6 Acquiree shall have executed the Waiver Agreement and shall make best efforts to cause the execution of the Waiver Agreement by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilledrespective Warrant Holder. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each of the representations and every representation warranties of Seller under this Agreement contained in Article IV shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate correct in all respects giving effect to such standard) and shall be deemed to have been made again at on and as of the time of Closing and shall at Date as if made on and as of such time date, except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of Closing be a specified date, in which case such representation or warranty shall have been true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate correct in all respects giving effect as of such specified date, and (iii) any such inaccuracies or breaches which, in the aggregate, have not had or could not reasonably be expected to such standard)have, except as to changes specifically contemplated by this Agreement or consented to by Buyera Material Adverse Effect. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president an officer of Seller dated as of the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliatesAffiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances conveyance of the Properties executed and delivered by Seller, which conveyances conveyance shall be substantially in the form of the instruments instrument attached hereto as Exhibit 9.1(fSchedule 9.1(e) in all material respects (collectively the "“Conveyance"”). (gf) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (hg) Buyer shall have received the third party consents as required under Section 6.4, and all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each of the representations and every representation warranties of Seller under this Agreement contained in Article IV shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at correct on and as of the time of Closing and shall at Date as if made on and as of such time of Closing be true date (and accurate without regard to any materiality qualification in all material respects (except that where any statement in a representation such representations and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standardwarranties), except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date; and (iii) any such inaccuracies or breaches the dollar value of which, when added to all (x) Title Defect Amounts, (y) amounts attributable to Casualty Losses and (z) Environmental Defect Values, do not exceed five percent (5%) of the Purchase Price. If Seller and Buyer are unable to reach agreement as to changes specifically contemplated by this Agreement the dollar value attributable to an inaccuracy or consented to by Buyerbreach of the representations and warranties of Seller, such dispute shall be resolved in accordance with Section 12.1. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliatesAffiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting all Liens encumbering the PropertiesProperties and related to and/or filed in connection with the Senior Credit Facility (including releases of associated financing statements, if any), executed in recordable form by the Senior Lender, and in form and substance agreeable to Buyer. (f) Buyer Buyer, or its designee, shall have received separate conveyances of the Properties executed and delivered owned by each of the respective entities comprising the Seller, which conveyances shall be substantially in the form of the instruments instrument attached hereto as Exhibit 9.1(f) in all material respects (collectively the "“Conveyance"”). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing. (i) Xxxxx Fargo Bank, N.A., shall have agreed to assign (or transfer the economic benefit of), and shall have delivered, at Closing, instruments effecting such assignment or transfer, the Existing Xxxxxx to Buyer’s designated financial institution. (j) All of the Existing Xxxxxx shall be in full force and effect, and neither Seller nor the counterparty thereto shall be in breach or default thereunder. (k) TEMI shall have entered into arrangements acceptable to Buyer in its sole discretion to transfer the portion of the 1993 Gas Purchase Contract applicable to the Properties to Buyer or Buyer’s designee. (l) Seller shall have obtained all necessary consents to assignment or waivers of preferential rights to purchase with regard to the sale of the Properties. (m) Seller shall have obtained and delivered to Buyer a full and complete copy of all exhibits and schedules to the 1993 Gas Purchase Contract or, alternatively, otherwise provided written assurances reasonably acceptable to Buyer from the parties to such agreement that the contents of any exhibit or schedule not so obtained and delivered will not adversely affect Buyer’s ownership and operation (or liabilities) of the Properties after the Closing in any material respect.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each of the representations and every representation warranties of Seller under this Agreement Sellers contained in Article IV shall be true and accurate correct in all respects as of the date made (and having been deemed to have been made again on and as of the Closing Date), except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, and (iii) any such inaccuracies or breaches which, in the date when made (except that where any statement in aggregate, have not had or could not reasonably be expected to have, a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by BuyerMaterial Adverse Effect. (b) Seller Sellers shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller Sellers prior to or at the Closing. (c) Seller Sellers shall have delivered a certificate executed by the president an executive officer of Seller Sellers dated as of the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliatesAffiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting Liens with respect to the Properties, executed in recordable form by the Lender, and in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances an assignment of the Properties executed and delivered by SellerSellers, which conveyances assignment shall be substantially in the form of the instruments instrument attached hereto as Exhibit 9.1(f) D in all material respects (collectively the "Conveyance"“Assignment”). (g) Buyer shall have received a certificate that each of non-the Sellers is not a “foreign status in form, date and content reasonably acceptable to Buyerperson”, executed and delivered by Seller pursuant to Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller Sellers or any other party to Buyer prior to or in connection with the Closing. (i) If applicable, the waiting period under the HSR Act shall have expired or been terminated. (j) Evidence of replacement bonds guarantees and letters of credit, pursuant to Section 12.10. (k) Buyer shall have received the Participation Option Agreement, executed and delivered by Sellers.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under to consummate the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) are subject to each of the following conditions being met:met (or waived by Buyer in writing in its sole discretion): (a) Each and every representation of Seller under this Agreement (i) shall be true and accurate in all material respects as of the date when made (except other than (A) any representation that where any statement in is subject to a representation and warranty expressly includes a standard of materialitymateriality qualifier, such statement which shall be true and accurate in all respects after giving effect to such standardmateriality qualification and (B) the representations and warranties set forth in the last sentence of Section 4.5, which shall be true and correct in all respects) as of the date when made and shall be deemed to have been made again at and as of the time of Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of the Retained Easement Closing) and (ii) shall at and as of such the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of Closing the Retained Easement Closing) be true and accurate in all material respects (except or, with respect to (A) any representation that where any statement in a representation and warranty expressly includes a standard of is qualified by materiality, such statement shall be true and accurate in all respects after giving effect to such standardmateriality qualification or (B) the representations and warranties set forth in the last sentence of Section 4.5, in all respects), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, prior to or at the Retained Easement Closing) (except for covenants, agreements and conditions that are qualified by materiality, each of which Seller shall have performed and complied with in all respects after giving effect to such materiality qualification). (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing DateNo suit, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer action or any of its affiliates) other proceedings shall, on the date of Closing Date(or, as applicable, the Retained Easement Closing), be pending or threatened before any court or Governmental Entity Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing), and no law, rule or regulation shall have been enacted by any Governmental Authority that makes the consummation of the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) illegal. (i) All Easement Amendments and all Required Contract Extensions, Renewals and Executions shall have been obtained in accordance with Section 6.2(a) and true and correct copies thereof shall have been delivered to Buyer, (ii) the Lender Consent shall have been obtained and a true and correct copy thereof shall have been delivered to Buyer and (iii) the Seller Lien shall have been released in accordance with this Agreement. (e) Buyer Seller shall have received a release of any liens covering performed and delivered, as applicable (or affecting shall contemporaneously be performing and delivering, as applicable) the Properties, executed actions and items set forth in recordable form in form and substance agreeable to BuyerSection 9.2. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each of the representations and every representation warranties of the Seller under this Agreement contained in Article IV shall be true and accurate correct as of the date made and (having been deemed to have been made again on and as of the Closing Date in the same language) on and as of the Closing Date as if made on and as of such date, except (i) as affected by the Transactions, and (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyerspecified date. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived in writing by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) The Seller shall have delivered a certificate executed by the president a duly authorized officer of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections Section 9.1 (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliatesAffiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity or arbitration seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation (in whole or in part) of the transactions contemplated by this AgreementTransactions. (e) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances an assignment of the Properties executed and delivered by Seller, which conveyances assignment shall be substantially in the form of the instruments instrument attached hereto as Exhibit 9.1(f9.1(e) in all material respects (collectively the "Conveyance"“Assignment”). (gf) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations Treasury Regulations promulgated thereunder. (hg) Buyer shall have received received, in form and substance reasonably satisfactory to Buyer, all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party Party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations obligation of Buyer under to close this Agreement are Transaction is subject to the satisfaction or waiver by Buyer, at or before the Closing, of each of the following conditions being metconditions: (a) Each The representations and every representation warranties of Seller under this Agreement Sellers and the Company contained herein shall be true and accurate correct in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at closing as though made on and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer.date; (b) Seller Sellers and the Company shall have performed performed, satisfied and complied in all material respects respect with (or compliance therewith shall have been waived by Buyer) each all covenants, agreements and every covenant, agreement and condition conditions required by this Agreement the Transaction to be performed performed, satisfied or complied with by Seller it at or prior to or at the Closing.; (c) Seller Any required consent to the transfer of the Purchased Assets and the Business under any law, regulation, lease or contract shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled.obtained; (d) No Proceeding (excluding any Proceeding initiated Any required consent to the assignment of an Contract to be assumed by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement.shall have been obtained; (e) Buyer The parties shall have received a release complied with the requirements of any liens covering or affecting the PropertiesCalifornia Bulk Sales Law, executed in recordable form in form and substance agreeable to Buyer.if required, unless waiver by mutual agreement of the parties; (f) Buyer shall have received conveyances satisfactorily completed, in Buyer’s sole discretion, its due diligence review of Sellers and the Properties executed Company and delivered by Seller, which conveyances shall be substantially in the form of Purchased Assets and the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance").Business; (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code The Purchased Assets and the regulations promulgated thereunder.Business shall be in substantially the same condition on the Closing Date as on the Effective Date, and there shall be no loss or damage to the property prior to the Closing Date; (h) All Encumbrances relating to the Purchased Assets and the Business shall be satisfied, terminated and discharged by Sellers and the Company on or prior to the Closing Date, and evidence reasonably satisfactory to Buyer and its counsel of the satisfaction, termination and discharge shall be delivered to Buyer at or prior to the Closing Date; (i) Buyer and Buyer’s auditors shall have received all other agreementssatisfactorily completed, instruments in Buyer’s sole discretion, an audit of the financial books and documents which are required records of the Company; and (j) No action, suit or proceeding before any court or any governmental body or authority that would in any way affect the Purchased Assets and the Business, Sellers or the Company or the ability of the parties to consummate the transactions contemplated by other terms of this Agreement to be executed shall have been instituted or delivered by Seller threatened on or any other party to Buyer prior to or in connection with before the ClosingClosing Date.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations obligation of Buyer under this Agreement are to purchase the Acquired Assets at the Closing Date are, at its option, subject to fulfillment or waiver by Buyer of each of the following conditions being metconditions: (a) 9.1 Each representation and every representation warranty of Seller under contained in this Agreement (including any exhibit, schedule or other agreement or document delivered pursuant hereto) shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate correct in all material respects (except that where any statement in a representation to the extent such representations and warranty expressly includes a standard of warranties are qualified by materiality, Material Adverse Effect or similar phrases, in which case such statement representations and warranties shall be true and accurate complete in all respects giving effect to such standard), except respects) on and as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) of the Closing Date and Seller shall have performed and or complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition all agreements required by this Agreement to be performed or complied with by Seller prior to or at the Closing. 9.2 Each representation and warranty of the Equity Holder contained in this Agreement (cincluding any exhibit, schedule or other agreement or document delivered pursuant hereto) Seller shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, Material Adverse Effect or similar phrases, in which case such representations and warranties shall be true and complete in all respects) on and as of the Closing Date and the Equity Holder shall have delivered a certificate executed performed or complied in all material respects with all agreements required by this Agreement to be performed or complied with by the president Equity Holder prior to or at the Closing. 9.3 Since the date of this Agreement, there shall have been no material adverse changes in Seller’s assets (including, but not limited to, the Acquired Assets) or in the financial condition, operations, or prospects of Seller. 9.4 All Consents or amendments listed in Schedule 9.4 to the Seller dated Disclosure Schedule have been filed, made or obtained and all waiting periods specified by law with respect thereto shall have expired or been terminated. 9.5 The Buyer Parties shall have conducted, at its expense, a due diligence examination of the Closing DateAcquired Assets and, representing in its sole discretion, shall be satisfied with the results of its review. 9.6 Auditor, at Buyer Parties’ expense, shall have completed the Audit to the satisfaction of Buyer in its sole discretion, and certifying issued its opinion without qualification, and such Audit shall indicate that Buyer is solvent and that the financial statements of Seller, as audited, shall be in all material respects consistent with the Seller Financial Statements. 9.7 Kensington shall have prepared for filing, to its reasonable satisfaction, a current report on Form 8-K to announce the Closing, and shall have verified to its reasonable satisfaction, the information about Seller contained in such detail as current report on Form 8-K. 9.8 The Employment Agreement shall be in full force and effect and the Equity Holder shall be ready, willing and able to commence his employment with Buyer may reasonably request under the Employment Agreement and shall not have given notice that he desires to amend the conditions set forth in subsections (a) and (b) above have been fulfilledEmployment Agreement. (d) 9.9 No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, shall be pending or threatened before any court or Governmental Entity seeking to restrain, prohibit, Body that presents a substantial risk of the restraint or obtain damages or other relief in connection with the consummation rescission of the transactions contemplated by this Agreement or that imposes a substantial risk to Buyer’s ability to obtain title to and possession of the Acquired Assets on the terms and conditions contemplated by this Agreement. 9.10 All actions required to be taken by Seller to authorize the execution, delivery and performance of this Agreement, shall have been duly and validly taken. 9.11 At Closing, all the Acquired Assets, including the Transferred Cash, shall have been transferred and delivered to Buyer. The Bridge Advance, less the Forgiven Bridge Amount, shall be repaid to Buyer. 9.12 The following, in form and substance reasonably acceptable to the Buyer Parties, shall have been delivered to Buyer at or before Closing: (a) A xxxx of sale, assignment and assumption agreement, executed by Seller, and all the Acquired Assets shall have been transferred and delivered to Buyer; (b) A certificate from Seller and the Equity Holder certifying the conditions described in Sections 9.1 and 9.2 above have been satisfied; (c) A certificate executed by an officer of Seller including a complete and accurate list of all Accounts Receivable, Accounts Payable and Inventory as of the Closing Date, and setting forth the aging of such Accounts Receivable (the “Closing Assets Schedule”); (d) A copy of the most recent bank statement for each of Seller’s Bank Accounts, and a list of all deposits to and withdrawals from each such Bank Account from the date of the most recent bank statement up to and including the Closing Date; (e) Buyer shall have received A copy of a release fully executed and authorized amendment to the Articles of any liens covering or affecting Organization of Seller, changing the Propertiesname of Seller from “Allianex, executed in recordable form in form and substance agreeable LLC” to another name satisfactory to Buyer., for Buyer to file with the Secretary of State of the State of California (the “Name Change Amendment”); and (f) Such other documents as Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance")may reasonably request. (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each of the representations and every representation warranties of Seller under this Agreement contained in Article IV shall be true and accurate in all material respects correct as of the date when made and (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be having been deemed to have been made again at on and as of the time of Closing Date in the same language) shall be true and shall at correct on and as of the Closing Date, except (i) to the extent that any such time representation or warranty is made as of Closing be a specified date, in which case such representation or warranty shall have been true and accurate correct in all material respects (except or, to the extent that where any statement in a representation and warranty expressly includes a standard of such representations or warranties are qualified by materiality, such statement shall be true and accurate in all respects giving effect to respects) as of such standard)specified date, except (ii) as to changes specifically affected by transactions contemplated or permitted by this Agreement Agreement, and (iii) any such inaccuracies or consented breaches which, individually or in the aggregate, would not reasonably be expected to by result in Buyer's Losses in excess of $5,000,000. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president or chief executive officer of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting Liens with respect to the Properties, executed in recordable form by the Senior Lender, and in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances an assignment of the Properties executed and delivered by Seller, which conveyances assignment shall be substantially in the form of the instruments instrument attached hereto as Exhibit 9.1(f) in all material respects (collectively the "ConveyanceAssignment"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each and every representation of Seller under this Agreement shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer suit, action or any of its affiliates) other proceedings shall, on the Closing Datedate of Closing, be pending or threatened before any Governmental Entity court or governmental agency seeking to restrain, prohibit, prohibit or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer Seller shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable delivered Exhibit IV to Buyer. (f) Buyer shall have received conveyances of Exhibit IV and completed its due diligence concerning the Properties executed and delivered by Seller, which conveyances the results of such due diligence shall be substantially satisfactory to Buyer in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance")its sole opinion. (g) Buyer The transactions contemplated by this Agreement shall have received a certificate been approved by the Board of non-foreign status in form, date and content reasonably acceptable to Directors of Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer The issuance of the Series A Preferred Stock pursuant to this Agreement shall have received all other agreementsbeen approved by the vote of not less than a majority of the Common Stock of Buyer, instruments and documents which are required as represented in person or by other terms proxy at a special meeting of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closingcalled for such purpose.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) Each and every representation of Seller under this Agreement shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by BuyerXxxxx. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to BuyerXxxxx, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement to purchase and pay for the Purchased Assets and assume the Assumed Liabilities are subject to each the fulfillment on or prior to the Closing of the following conditions being metconditions, any one or more of which may be waived by Buyer: (a) Each The representations and every representation warranties of Seller under the R-Vision Group and the SUPA Sellers in this Agreement and the Purchase Agreement (other than the representations and warranties of the R-Vision Group and the SUPA Sellers as of a specified date, which shall be true and accurate in all material respects correct as of such date) shall have been true and correct on the date when they were made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate correct in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects without giving effect to such standard), except any limitation as to changes specifically contemplated “material,” “materiality,” “material adverse change” or “material adverse effect” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date; (b) The R-Vision Group and the SUPA Sellers shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this the Purchase Agreement to be performed or complied with satisfied by Seller them at or prior to or at the Closing.; (c) All conditions to closing set forth in Article 10 of the Purchase Agreement shall have been satisfied or waived by Buyer in writing and the “Closing” pursuant to the Purchase Agreement shall have occurred or shall occur concurrently herewith; (d) Seller shall have delivered to Buyer a certificate executed by the president of Seller certificate, dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request signed by an executive officer of Seller and the Sellers’ Representative, to the effect that the conditions set forth specified in subsections (aSections 8.1(a), 8.1(b), 8.1(c) and (b8.1(e) above have been fulfilled.satisfied; (de) Since January 1, 2005, there shall not have been any Business Material Adverse Effect; (f) The purchase of the Purchased Assets and the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated by this Agreement and the Purchase Agreement shall not be prohibited by any applicable Legal Requirements. No Proceeding (excluding action shall have been instituted at or prior to the Closing by any Proceeding initiated by Buyer Person other than a party to this Agreement or any affiliate of its affiliates) shallsuch party, on the Closing Date, be pending or threatened before instituted by any Governmental Entity seeking Entity, relating to restrain, prohibit, this Agreement or obtain damages or other relief in connection with the consummation any of the transactions contemplated by this Agreement.it, which has a reasonable likelihood of success and the result of which would be reasonably likely to (i) prevent or make illegal the consummation of the Transactions or (ii) have a Business Material Adverse Effect; (eg) Concurrently with the payment of the Purchase Price, Buyer shall have received from Seller and the SUPA Sellers a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyer, that are necessary or appropriate to evidence the release of all Liens (other than Permitted Liens), and which are also deemed sufficient by Meridian Title Corporation as to liens secured by Real Property to clear the liens from title and permit Meridian Title Corporation to issue title policy without excepting such liens; (h) Meridian Title Corporation shall be irrevocably committed to issue policies of owner’s title insurance to Buyer with respect to the Owned Real Estate, free and clear of all Liens, except for Permitted Liens; and (i) Buyer shall have received a release of any liens covering or affecting the Propertiesfinal Phase II environmental report with respect to the Owned Real Estate from Xxxxxxx Environmental Services, executed in recordable form LLC, in form and substance agreeable reasonably satisfactory to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement to purchase and pay for the Assets and assume the Assumed Liabilities are subject to each the fulfillment on or prior to the Closing of the following conditions being metconditions, any one or more of which may be waived by Buyer: (a) Each The representations and every representation warranties of Seller under made in this Agreement and the other Transaction Documents shall be true true, complete and accurate correct in all material respects as of the date when made hereof (except for such representations and warranties that where any statement in a representation and warranty expressly includes a standard of are qualified by their terms by reference to materiality, such statement which shall be true and accurate in all respects giving effect to such standardrespects) and shall be deemed to have been made again at and as of the time of Closing Date, as though <PAGE> 33 made on such date, except for those representations and warranties which refer to facts existing at a specific date, which shall at be true, complete and as of such time of Closing be true and accurate correct in all material respects (except that where any statement in a representation and warranty expressly includes a standard or all respects, as the case may be, as of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) date. Seller shall have performed and or complied in all material respects with (or compliance therewith shall have been waived by Buyer) each all obligations and every covenant, agreement and condition covenants required by this Agreement and the other Transaction Documents to be performed or complied with by Seller at or prior to the Closing; and Seller shall have delivered to Buyer a certificate in substantially the form of Exhibit G hereto, dated the Closing Date, and signed by an authorized officer of Seller confirming the foregoing. (b) No action shall have been taken by any Person, and no statute, rule, regulation, decree, injunction or at order shall have been proposed, enacted or entered by any Governmental or Regulatory Body, that threatens to prohibit or unduly delay consummation of the Transactions or that would impose damages as a result thereof. (c) All approvals and actions of or by, and all notices to, all Governmental or Regulatory Bodies which are necessary to consummate the Transactions shall have been obtained or taken place; provided, however, that the approvals, actions and notices listed on Schedule 7.1(c) need not be obtained prior to the Closing. (cd) Seller Any and all consents, waivers, approvals, authorizations and notices which are necessary to consummate the Transactions or which, if not obtained or delivered, as applicable, would render legally impermissible the transfer of any Business Contract or material portion of the Assets shall have delivered a certificate executed by the president of Seller dated the Closing Datebeen obtained or delivered; provided, representing and certifying in such detail as Buyer may reasonably request however, that the conditions set forth in subsections (aconsents, waivers, approvals, authorizations and notices listed on Schedule 7.1(d) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on need not be obtained prior to the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this AgreementClosing. (e) Buyer shall have received a release of any liens covering or affecting the Propertiesevidence, executed in recordable form in form and substance agreeable reasonably satisfactory to Buyer, that all Liens on the Assets being transferred, other than Permitted Liens, have been released or will be released at Closing. (f) Buyer Seller shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form each of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance")Ancillary Agreements to which it is to be a party. (g) Buyer Seller shall have received delivered to Buyer a certificate of non-foreign status the Assistant Secretary of Seller in formthe form of Exhibit H hereto, date and content reasonably acceptable certifying to Buyer, executed and delivered by Seller pursuant to Section 1445 the resolutions of the Code Board of Directors of Seller authorizing the transactions contemplated hereby and certifying that (i) such resolutions have not been revoked, suspended or amended and remain in full force and effect, and (ii) this Agreement has been approved and adopted by all requisite corporate action on the regulations promulgated thereunderpart of Seller. (h) Buyer shall have received all other agreementsa legal opinion from Xxxxxxx & Xxxxxx LLP, instruments counsel to Seller, dated the Closing Date, in form and documents which are required substance reasonably satisfactory to Buyer, as to certain matters covered by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.Article V.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under Buyer's obligation to acquire the Property pursuant to this Agreement are shall be subject to each the satisfaction, prior to the Closing Date, of all of the following conditions being metprecedent, each of which is for the benefit of Buyer and may be waived by Buyer in its sole discretion: (a) Each there shall have been no material damage to the Property since the Contract Date resulting in costs of repair exceeding the sum of One Hundred Thousand Dollars ($100,000.00); (b) there shall have been no notice given to Seller or Buyer, nor shall Seller or Buyer have any knowledge, of any pending or contemplated condemnation of any material portion of the Real Property, any impairment of access to any material portion of the Real Property or any material violation of any portion of the Property with any Legal Requirement; (c) all representations and every representation warranties of Seller under this set forth in the Agreement shall be true and accurate correct in all material respects as of the date when made (Closing Date, except that where any statement to the extent such representations or warranties relate to a specific date, in a representation and warranty expressly includes a standard of materiality, such statement which case they shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate correct in all material respects (except that where any statement in a representation and warranty expressly includes a standard as of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilledspecific date. (d) No Proceeding (excluding Seller shall have obtained all consents from, given all notices to, and made all filings and registrations with, any Proceeding initiated by Buyer governmental body or authority, or any of its affiliates) shallother person or entity, on the Closing Datewhich are required to be obtained, be pending given or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief made in connection with the consummation assignment of the transactions contemplated by this Agreement.Operating Permits to Lessee; (e) Buyer there shall have received a release been no material adverse change in the financial condition of any liens covering the Property or affecting the Properties, executed in recordable form in form underlying golf courses and substance agreeable to Buyer.related operations since the Contract Date; (f) Buyer Seller shall have received conveyances of the Properties executed and delivered by Sellerperformed, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance").respects, all of its covenants and obligations under this Agreement; (g) Buyer All Licenses and Permits and all Operating Permits necessary for the conduct of business at the Property as currently conducted shall have received a certificate of non-foreign status in formbeen assigned or reissued to either Buyer or Lessee, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder.as appropriate; and (h) Buyer Seller shall have received timely executed and delivered to Escrowee all other agreements, instruments and documents which are required by other terms of this Agreement the items referred to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the ClosingSection 11.2 hereof.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of ------------------------------------------------ Buyer under this Agreement to purchase the Purchased Assets are subject to and conditioned upon the satisfaction, on or prior to the Closing Date, of each of the following conditions being met:(any one or more of which may be waived in whole or in part by Buyer in its sole discretion): (a) Each and every representation of Seller under this Agreement shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed or complied with all agreements, covenants, and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition conditions required by this Agreement to be performed or complied with by Seller it at or prior to or at the Closing.Closing in all material respects; (b) The representations and warranties set forth in this Agreement made by Seller shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Closing Date; (c) The execution, delivery and performance of this Agreement by Seller shall have has been duly authorized and approved by all requisite action of Seller's Board of Directors and Stockholders, and that this Agreement, duly executed and delivered a certificate executed by Seller, constitutes the president valid and binding obligation of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled.Seller; (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shallSeller shall have obtained all necessary consents and approvals and complied with all applicable statutes, on laws, rules, and regulations including applicable "bulk sales" laws under the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement.UCC; (e) Buyer Buyer's Shareholders shall have received a release of any liens covering or affecting approved, if necessary, this Agreement and the Properties, executed in recordable form in form and substance agreeable to Buyer.transactions contemplated hereunder; (f) Buyer shall have received conveyances been furnished with evidence satisfactory to Buyer that Seller had good and marketable title to the Purchased Assets, free and clear of the Properties executed all liens and delivered by Seller, which conveyances shall be substantially in the form of encumbrances and that the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date conveyance and content reasonably acceptable to Buyer, transfer executed and delivered by Seller pursuant at Closing are valid in accordance with their terms and effectively vest in Buyer good and marketable title to Section 1445 of the Code and the regulations promulgated thereunder.all Purchased Assets; (hg) All indebtedness due from the Seller or any person connected with the Seller to the Buyer shall have received all other agreementsbeen satisfied in full, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or except as allowed for in connection with the Closing.Schedule D.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under Buyer’s obligation to acquire the Property pursuant to this Agreement are shall be subject to each the satisfaction, prior to the Closing Date, of all of the following conditions being metprecedent, each of which may be waived by Buyer in its sole discretion: (a) Each and every representation of Seller under this Agreement shall be true and accurate have performed, in all material respects as respects, all of the date when made (except that where any statement in a representation its covenants and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by obligations under this Agreement or consented to by Buyer.Agreement; (b) Seller shall have performed timely executed and complied delivered to Escrowee all of the items referred to in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing.Section 11.2 hereof; and (c) All of Seller’s representations and warranties set forth in Section 6.1 of this Agreement shall be true and correct in “all material respects” (as defined below) as of the Closing Date (provided that if Seller’s representations and warranties are not so true and correct in all material respects, Seller shall have delivered five (5) days after written notice thereof from Buyer to [at its election] take curative action such that the representations and warranties at issue are then true and correct in all material respects); provided, however, that (i) if Buyer has knowledge (as defined in Section 6.2(c)) on or before the Contract Date of matters which, if known to Seller or if notice had been received by Seller with respect thereto, would make a certificate executed by the president representation or warranty of Seller dated untrue, then Seller shall not be deemed in breach of any representation or warranty with respect to such matter and Seller shall not be obligated to confirm same in its certificate delivered under Section 11.2(t) below, and such matter shall not give rise to any further condition to Buyer’s obligations under this Section 8.1; and (ii) if, due to a change of facts or circumstances, a representation or warranty by Seller that was true and accurate when made on the Contract Date, becomes untrue or inaccurate as of the Closing Date, representing then (x) to the extent such change was not the result of a default of any of Seller’s covenants under this Agreement, such change shall not constitute a default by Seller under this Agreement or a breach of Seller’s representations or warranties hereunder and certifying Seller shall not be obligated to confirm same in its certificate delivered under Section 11.2(t) below, and (y) if (and only if) such change of facts or circumstances results in Seller’s representations and warranties contained in this Agreement no longer being true and correct in “all material respects” and if Seller has not taken the curative action described above in this subsection (c) within the five (5) day period provided therefor, then so long as such change was not caused by Buyer’s default hereunder, Buyer shall have such rights (as its sole recourse therefor) as described in the last sentence of this Section 8.1. For purposes of this Section 8.1(c), the term “all material respects” shall mean that any inaccuracy in such detail matter at issue (together with all other breaches of representations and warranties set forth in this Agreement, if any) will have an adverse monetary effect on the Property which exceeds Two Million and 00/100 Dollars ($2,000,000.00). If any of the conditions to Buyer’s obligations to acquire the Property under this Section 8.1 have not been satisfied within the time periods and in accordance with the terms set forth herein, then Buyer shall have the right, as Buyer may reasonably request that its sole recourse, to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, in which event the Exxxxxx Money Deposit shall be returned to Buyer, subject to the disbursement and payment release conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shallSection 3.1, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation all obligations of the transactions contemplated by this Agreement. parties hereto shall thereupon cease (e) Buyer shall have received a release of any liens covering or affecting except for those which survive the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms early termination of this Agreement to as expressly provided herein) and this Agreement shall thereafter be executed or delivered by of no further force and effect, unless such failure of condition constitutes a default on the part of Seller or under any other party to Buyer prior to or provision of this Agreement, in connection with which case the Closingterms of Section 12.2 shall also apply.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations obligation of Buyer under this Agreement are hereunder to purchase the Shares is subject to the fulfillment, at or before the Closing, of each of the following conditions being met:(all or any of which may be waived in whole or in part by Buyer in its sole discretion): (a) Each The representations and every representation warranties made by Sellers in this Agreement, taken as a whole, and each of Seller under this Agreement the representations and warranties considered individually, shall be true and correct, in all material respects on and as of the Closing Date as though made on and as of the Closing Date, without giving any effect to any supplement to the Disclosure Schedules. (b) Sellers shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by the Seller at or before the Closing. (c) There shall not be in effect on the Closing Date any writ, judgment, decree, injunction or similar order of a Governmental Authority or any applicable law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents. (d) All consents, approvals and actions of, filings with and notices to any Governmental Authority or other third party necessary to permit Buyer and Sellers to perform their obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby (including any approval, consent, ratification, waiver, or other authorization listed on Schedules 3.5 and 3.10) shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including under the HSR Act, shall have occurred. (e) Sellers and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement. (f) Sellers shall have delivered to Buyer the Share Certificates duly endorsed in blank or accompanied by duly executed Stock Assignments. (g) Each person who was a directors and/or officer of the Company immediately prior to the Closing shall have resigned in writing from his or her position(s) as a director and/or officer of the Company. (h) Each of the Sellers shall have executed and delivered to Buyer a noncompetition agreement substantially in the form attached as Exhibit C hereto (the “Seller Noncompetition Agreements”). (i) Each of the Key Employees shall executed and delivered to Buyer an employment agreement in such form as is reasonably acceptable to Buyer (the “Employment Agreements”). (j) Each of the Sellers shall have executed and delivered to Buyer the Sellers’ Release in the form attached as Exhibit D hereto (the “Sellers’ Release”). (k) Sellers shall have provided satisfactory evidence to Buyer that the Company has not made any change in its accounting methods (for tax or financial purposes) such that the Company changes from accounting on an accrual basis to accounting on a cash basis for income tax purposes. (l) Buyer shall have received a certification, in form acceptable to the Buyer, of Xxxx Xxxxx stating, that to his knowledge, all of the representations and warranties contained in this Agreement (including the Disclosure Schedules) are true and correct in all material respects. (m) Buyer shall have received a complete and accurate list of all Accounts Receivable as of the close of business on the date immediately prior to the Closing Date, which list sets forth the aging of such Accounts Receivable and whether such Account Receivable is billed or unbilled. (n) Sellers shall have delivered to Buyer the Prior Year-End Financial Statements as set forth in Section 3.8, together with a certificate of the Sellers stating that the representations and warranties in Section 3.8 were accurate in all material respects as of the date when made (except that where any statement in a representation of delivery of such Prior Year-End Financial Statements to Buyer and warranty expressly includes a standard of materiality, such statement shall be true and are accurate in all respects giving effect to such standard) and shall be deemed to have been made again at on and as of the time of Closing and shall at Date as if made on and as of such time of the Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materialityDate, such statement shall be true and accurate in all respects without giving effect to such standard), except as any supplement to changes specifically contemplated by this Agreement or consented to by Buyerthe Disclosure Schedules. (bo) Seller shall have performed and complied in all material respects with delivered to Buyer evidence of the Company’s cash account that includes the amount of the 2006 Boeing Rebate as of the Closing Date. (or compliance therewith p) Sellers shall have been waived delivered to Buyer such other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of any of Sellers’ representations and warranties, (ii) evidencing the performance by Buyer) each and every covenanteither Seller of, agreement and condition or the compliance by either Seller with, any covenant or obligation required by this Agreement to be performed or complied with by Seller prior such Seller, (iii) evidencing the satisfaction of any condition referred to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibitthis Section 6.1, or obtain damages or other relief in connection with (iv) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement. (eq) The waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. (r) Buyer shall have received a release the opinion of any liens covering or affecting Xxxxxxxx, Xxxx, Hargreaves & Savitch LLP dated as of the Properties, executed Closing Date in recordable the form in form and substance agreeable to Buyerattached as Exhibit F hereto. (fs) Buyer The Cash Balance shall have received conveyances not be less than (1) $5,200,000 less (2) any portion of the Properties executed and delivered 2006 Boeing rebate actually paid by Sellerthe Company prior to Closing; provided, which conveyances shall be substantially in however, that if the form Company has, prior to Closing, made any payment of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively 2006 Boeing rebate then the "Conveyance"). (g) Sellers shall certify to Buyer shall have received a certificate of non-foreign status in form, date at Closing the amount paid and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement any amount that remains to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closingpaid.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of the Buyer under this Agreement are subject to the delivery of the documents and other items set forth in Sections 3.2 and 3.4 and the satisfaction, at or prior to the Closing, of each of the following conditions being met(unless expressly waived in writing by the Buyer), and the Sellers, CHI and Hastx xxxll exert their commercially reasonable efforts to cause each such condition to be so fulfilled: (a) Each The execution and every representation of Seller under this delivery by Hastx xx the Hastx Intellectual Properties Agreement shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer.Hastx Xxx-Competition Agreement; (b) Seller shall have performed The execution and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at delivery of the Closing.New Lease Agreements; (c) Seller Carbona shall have delivered a certificate executed by entered into an Employment Agreement (the president of Seller dated "New Carbona Employment Agreement") with the Closing Date, representing Buyer on terms satisfactory to the Buyer and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled.Carbona; (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation The delivery of the transactions contemplated by this Agreement.documents and monies required under Section 3.2; (e) Buyer No litigation, governmental action or other proceeding shall have received a release of any liens covering been threatened, asserted or affecting commenced which materially adversely affects the PropertiesSellers, executed in recordable form in form and substance agreeable to Buyer.the Purchased Assets or the transactions contemplated hereby; (f) Prior to the Closing, any Encumbrances to which the Purchased Assets are subject (except Permitted Exceptions) shall have been released and the Buyer shall have received conveyances be provided with evidence of the Properties executed and delivered by Seller, which conveyances shall be substantially such releases having been filed in the form appropriate offices of the instruments attached hereto as Exhibit 9.1(f) governmental authorities in all material respects (collectively the "Conveyance").each jurisdiction where such filing is necessary for proper filing in accordance with applicable law; (g) Buyer The Sellers shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to completed the corrective actions (if any) required under Section 1445 of the Code and the regulations promulgated thereunder.7.4 hereof; (h) The delivery of the Compass Bank 1201 Consent; and (i) The Buyer shall have received all other agreementscompleted a pre-acquisition review of the Subject Business, instruments including, without limitation, a review of the Inventory, the Fixed Assets, the Personal Property Leases, the Real Property Leases, the Assumed Contracts and documents which are required by other terms the Facilities, and shall have discovered no conditions, facts or circumstances which, in the opinion of this Agreement the Buyer, could have a material adverse effect on the value to be executed the Buyer of the Subject Business, or delivered by Seller its condition (financial or any other party to Buyer prior to otherwise) or in connection with the Closingprospects taken as a whole.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under Buyer’s obligation to acquire the Property pursuant to this Agreement are shall be subject to each the satisfaction, prior to the Closing Date, of all of the following conditions being met: precedent, each of which may be waived by Buyer in its sole discretion: (a) Each Seller shall have performed, in all material respects, all of its covenants and every representation obligations under this Agreement; (b) Seller shall have timely executed and delivered to Escrowee all of Seller under the items referred to in Section 11.2 hereof; and (c) All of Seller’s representations and warranties set forth in Section 6.1 of this Agreement shall be true and accurate correct in “all material respects” (as defined below) as of the Closing Date (provided that if Seller’s representations and warranties are not so true and correct in all material respects respects, Seller shall have five (5) days after written notice thereof from Buyer to [at its election] take curative action such that the representations and warranties at issue are then true and correct in all material respects); provided, however, that (i) if Buyer has knowledge (as defined in Section 6.2(c)) on or before the Contract Date of the date when made (except that where any statement in matters which, if known to Seller or if notice had been received by Seller with respect thereto, would make a representation or warranty of Seller untrue, then Seller shall not be deemed in breach of any representation or warranty with respect to such matter and Seller shall not be obligated to confirm same in its certificate delivered under Section 11.2(t) below, and such matter shall not give rise to any further condition to Buyer’s obligations under this Section 8.1; and (ii) if, due to a change of facts or circumstances, a representation or warranty expressly includes a standard of materiality, such statement shall be by Seller that was true and accurate in all respects giving effect to such standard) and shall be deemed to have been when made again at and on the Contract Date, becomes untrue or inaccurate as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing then (x) to the extent such change was not the result of a default of any of Seller’s covenants under this Agreement, such change shall not constitute a default by Seller under this Agreement or a breach of Seller’s representations or warranties hereunder and certifying Seller shall not be obligated to confirm same in such detail as Buyer may reasonably request that the conditions set forth in subsections (aits certificate delivered under Section 11.2(t) below, and (by) if (and only if) such change of facts or circumstances results in Seller’s representations and warranties contained in this Agreement no longer being true and correct in “all material respects” and if Seller has not taken the curative action described above have been fulfilled. in this subsection (dc) No Proceeding within the five (excluding any Proceeding initiated 5) day period provided therefor, then so long as such change was not caused by Buyer or any of its affiliates) shallBuyer’s default hereunder, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.such

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. (a) The obligations obligation of Buyer under this Agreement are to consummate the Transactions associated with the First Closing is subject to the satisfaction at or prior to the First Closing of each of the following conditions being metconditions, unless waived by Buyer in writing: (ai) Each The representations and every representation warranties of Seller under this Agreement the Sellers contained in Sections 3 and 4 (incorporating the Disclosure Schedule) as updated by the Sellers through the First Closing Date) shall be true and accurate correct as of the date of this Agreement and on and as of the First Closing Date, as though made on and as of the First Closing Date; provided that each representation and warranty of the Sellers contained in this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date when made (except that where any statement in a representation of this Agreement and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at on and as of the time of First Closing and shall at Date, as though made on and as of such time the First Closing Date. (ii) Each of Closing be true and accurate the Sellers shall have performed in all material respects (except that where any statement in a representation all obligations and warranty expressly includes a standard of materialityagreements, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each all covenants and every covenantconditions, agreement and condition required by contained in this Agreement to be performed or complied with by Seller each of them prior to or at on the ClosingFirst Closing Date. (ciii) Seller Sellers shall have delivered caused FANI to deliver to Buyer a certificate executed by of an executive officer of each of the president of Seller Fidelity Companies (other than FTL), dated the First Closing Date, representing certifying as to (i) the good standing of such company (with good standing certificate attached), (ii) true and certifying correct attached copies of the charter documents of such Entity (certified by the Secretary of State of the State of Ohio), and (iii) the incumbency of all signatories to any document or instrument delivered by such Entity in such detail connection with the Transactions and their respective authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and the Transactions. (iv) Except as Buyer may reasonably request that the conditions set forth in subsections Section 9.1(a)(iv) of the Disclosure Schedules, on or before the closing, Sellers shall have obtained a release and discharge of any and all Encumbrances (a) including Tax Liens), security interests, restrictions, defects and (b) above have been fulfilledEncumbrances which affect each Fidelity Company or the Business, and shall provide Buyer with all UCC-3 forms where applicable. (dv) No Proceeding There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Buyer’s reasonable judgment (excluding any Proceeding initiated by Buyer i) makes or may make this Agreement or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibitTransactions illegal, or obtain imposes or may impose material damages or other relief penalties in connection therewith; (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions; or (iii) increases in any material respect the liabilities or obligations of Buyer arising out of this Agreement, or any of the Transactions. (vi) No Party shall have terminated this Agreement under Section 6.15, above, due to inability to secure Necessary Funding. (vii) Each of RMarks, MMarks and RKohn shall have entered into the agent agreement contemplated by Section 6.4; (viii) Each of RMarks, MMarks and RKohn shall have executed and delivered the restrictive covenant agreement contemplated by Section 6.11. (ix) All consents to contracts required in connection with the consummation of the transactions contemplated by this Agreement. (eTransactions to be completed at the First Closing that are identified on Section 9.1(a)(ix) Buyer of the Disclosure Schedules shall have been received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable delivered to Buyer. (fx) Since the date hereof, nothing shall have occurred, and Buyer shall not have received conveyances become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or, in the reasonable judgment of Buyer, could be expected to have, a Material Adverse Effect on the Business or a Material Adverse Effect on (i) the Transactions or Buyer’s liabilities or obligations with respect to such Transactions; or (ii) the business or prospects of the Properties executed Fidelity Companies, taken as a whole, the Business or Buyer (including any potential change or event disclosed on any Schedule which, subsequent to the date hereof, actually occurs). (xi) All approvals and consents by any Governmental Entity required in connection with the consummation of the Transactions to be completed at the First Closing that are identified on Section 9.1(a)(xi) of the Disclosure Schedules shall have been obtained and shall be in full force and effect and delivered to Buyer; all filings with any Governmental Entity, as are required in connection with the consummation of such transactions that are identified on Section 9.1(a)(xi) of the Disclosure Schedules, shall have been made; and all waiting periods, if any, applicable to the consummation of such transactions imposed by Sellerany Governmental Entity shall have expired. (xii) Sellers shall have caused (i) FCL to deliver to Buyer evidence that it was validly withdrawn its tariff in Ohio containing BLES, and (ii) FVS to deliver to Buyer a copy of each of the amended Forms 499-A and Forms 499-Q which conveyances evidence a reclassification of all revenue as revenue of FVS originally reported as revenue derived from telecommunications services as revenue derived from the provision of IVoIP services. (xiii) All actions, proceedings, instruments and documents required to carry out the Transactions to be completed on the First Closing Date or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for Buyer, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as such counsel shall have reasonably requested. (b) The obligation of Buyer to consummate the Transactions associated with the Second Closing is subject to the satisfaction at or prior to the Second Closing of each of the following conditions, unless waived by Buyer in writing: (i) The representations and warranties of the Sellers contained in Section 4 (incorporating the Disclosure Schedule) that relate to FTL shall be substantially in the form true and correct as of the instruments attached hereto date of this Agreement and on and as Exhibit 9.1(f) of the Second Closing Date, as though made on and as of the Second Closing Date; provided that each representation and warranty of the Sellers contained in this Agreement that relate to FTL shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects (collectively in each case as of the "Conveyance")date of this Agreement and on and as of the Second Closing Date, as though made on and as of the Second Closing Date. (gii) Buyer Each of the Sellers shall have received performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by each of them prior to or on the Second Closing Date. (iii) Sellers shall have caused FTL to deliver to Buyer a certificate of non-foreign status in forman executive officer of FTL, date dated the Second Closing Date, certifying as to (i) the good standing of FTL (with good standing certificate attached), (ii) true and content reasonably acceptable correct attached copies of its formation documents, and (iii) the incumbency of all signatories to Buyer, executed and any document or instrument delivered by Seller pursuant FTL in connection with the Transactions and their respective authority to Section 1445 of the Code execute and deliver this Agreement and the regulations promulgated thereunderother agreements and documents contemplated hereby and the Transactions. (hiv) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Buyer’s reasonable judgment (i) makes or may make this Agreement or the acquisition of the FTL Equity Interests illegal, or imposes or may impose material damages or penalties in connection therewith; (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Second Closing; or (iii) increases in any material respect the liabilities or obligations of Buyer with respect to its acquisition of the FTL Equity Interests. (v) All consents to contracts required in connection with the consummation of the sale of the FTL Equity Interests that are identified on Section 9.1(b)(v) of the Disclosure Schedules shall have been received and delivered to Buyer. (vi) Since the date hereof, nothing shall have occurred, and Buyer shall not have received become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or, in the reasonable judgment of Buyer, could be expected to have, a Material Adverse Effect on the business of FTL or a Material Adverse Effect on (i) Buyer’s liabilities or obligations with respect to its acquisition of the FTL Equity Interests; or (ii) the business or prospects of FTL. (vii) All approvals and consents by any Governmental Entity required in connection with the Second Closing that are identified on Section 9.1(b)(vii) of the Disclosure Schedules shall have been obtained and shall be in full force and effect and delivered to Buyer; all other agreementsfilings with any Governmental Entity, as are required in connection with the consummation of such transactions that are identified on Section 9.1(b)(vii) of the Disclosure Schedules, shall have been made; and all waiting periods, if any, applicable to the consummation of such transactions imposed by any Governmental Entity shall have expired. (viii) All actions, proceedings, instruments and documents which are required by other terms of this Agreement to carry out the Transactions to be executed completed on the Second Closing Date or delivered incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by Seller or any counsel for Buyer, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other party to Buyer prior to or in connection with the Closinginstruments and documents as such counsel shall have reasonably requested.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to close the transactions contemplated under this Agreement are subject to each of the following conditions being met: (a) Each All of the representations and every representation warranties of Seller under this Agreement Sellers contained in Article IV considered collectively, and each of the representations and warranties of Sellers contained in Article IV considered individually shall be true and accurate correct in all material respects on and as of the Closing Date as if made on and as of such date, except to the extent that any such representation or warranty (i) is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of the such specified date when made or (except that where any statement ii) contains an express materiality qualification, in a which case such representation and or warranty expressly includes a standard of materiality, such statement shall be have been true and accurate correct in all respects giving effect to such standard) and shall be deemed to have been made again at on and as of the time of Closing and shall at Date as if made on and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by Buyerdate. (b) Seller Sellers shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller Sellers prior to or at the Closing. (c) Seller Sellers shall have delivered a certificate executed by the president an executive officer of Seller Sellers dated as of the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliatesAffiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Buyer shall have received a release original releases of all Liens (except Permitted Encumbrances) burdening any liens covering or affecting of the Properties, executed and acknowledged in recordable form by the Lender, and in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances an assignment of the Properties executed prepared, executed, acknowledged and delivered by Seller, which conveyances shall be Sellers in a form substantially in similar to the form of the instruments instrument attached hereto as Exhibit 9.1(fD (the “Assignment”) for each county, state, and federal Governmental Entity at which an assignment is required to be filed or submitted by Applicable Law or in all material respects (collectively order to provide notice of its contents to third parties or to effect the "Conveyance")transfer of the Properties to Buyer. (g) Buyer shall have received from Seller all requests for authorizations, consents or approvals required by the Bureau of Indian Affairs or the Bureau of Land Management with respect to the assignment of all the Subject Leases subject to such Governmental Entity’s jurisdiction. (h) Buyer shall have received a certificate that each of non-the Sellers is not a “foreign status in form, date and content reasonably acceptable to Buyerperson”, executed and delivered by Seller pursuant to Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (hi) Buyer and Sellers shall have agreed to a form of Side Letter, and Buyer shall have received a copy of the same, executed by Sellers. (j) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party Sellers to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement to purchase and pay for the Purchased Assets and assume the Assumed Liabilities are subject to each the fulfillment on or prior to the Closing of the following conditions being metconditions, any one or more of which may be waived in writing by Buyer: (a) Each (i) The representations and every representation warranties of Seller under and Seller Parent made in Sections 5.1, 5.2, 5.4, 5.16, 5.26, and 6.1 of this Agreement shall be true and accurate in all material respects correct as of the date when hereof and as of the Closing Date, as though made on such date (except for those representations and warranties that where any statement refer to facts existing at a specific date, which shall be true, correct and complete as of such date); and (ii) the other representations and warranties of Seller and Seller Parent made in a representation and warranty expressly includes a standard of materiality, such statement this Agreement shall be true and accurate in all respects correct (without giving effect to such standardany limitation on any representation or warranty indicated by the words “Business Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) and shall be deemed to have been made again at as of the date hereof and as of the time of Closing Date, as though made on such date (except for those representations and warranties that refer to facts existing at a specific date, which shall at be true, correct and complete as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standarddate), except as where the failure of such representations and warranties to changes specifically contemplated by this Agreement or consented be so true and correct would not reasonably be expected to by Buyer.have a Business Material Adverse Effect; (b) Seller and Seller Parent shall have performed and or complied in all material respects with (or compliance therewith shall have been waived by Buyer) each all obligations and every covenant, agreement and condition covenants required by this Agreement and the other Transaction Documents to be performed or complied with by Seller and Seller Parent, as applicable, at or prior to or at the Closing.. Seller and Seller Parent each shall have delivered to Buyer a certificate, dated the Closing Date and signed by an authorized officer, confirming the satisfaction of the conditions provided in Sections 9.1(a) and (b); (c) No Order prohibiting, preventing or making illegal the purchase and sale contemplated by this Agreement or the consummation of the Transactions shall be in effect, and no Proceeding shall have been instituted and be pending before any Governmental Entity to restrain or prohibit any of the Transactions; (d) Each of the consents identified on Schedule 9.1(d) of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (e) Since the date of this Agreement, there shall not have occurred a Business Material Adverse Effect; (f) Seller shall have delivered to Buyer a certificate executed by the president Secretary of Seller dated certifying that attached thereto is (i) a true and complete copy of the Closing Datecertificate of incorporation of Seller, representing and certifying as in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, effect on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation certified by an appropriate authority of the transactions contemplated by this Agreement. State of Nevada, (eii) Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form true and substance agreeable to Buyer. (f) Buyer shall have received conveyances complete copy of the Properties executed and delivered by Bylaws of Seller, as in effect on the Closing Date, and (iii) true and complete copies of resolutions of Seller’s directors and sole shareholder, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the Transactions, which conveyances resolutions shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance").not have been modified, rescinded or revoked; (g) Buyer Seller shall have received delivered to Buyer a good standing certificate from the State of non-foreign status in form, date Nevada certifying as to Seller’s good standing and content reasonably acceptable payment of all applicable Taxes due and payable by Seller prior to Buyer, executed and delivered the Closing Date; and (h) Seller shall have made all the deliveries required to be made by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder3.2(b). (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations obligation of Buyer under this Agreement are to purchase the Acquired Assets at the Closing Date are, at its option, subject to fulfillment or waiver by Buyer of each of the following conditions being metconditions: (a) 8.1 Each representation and every representation warranty of Seller under contained in this Agreement (including any exhibit, schedule or other agreement or document delivered pursuant hereto) shall be true and accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate correct in all material respects (except that where any statement in a representation to the extent such representations and warranty expressly includes a standard of warranties are qualified by materiality, Material Adverse Effect or similar phrases, in which case such statement representations and warranties shall be true and accurate complete in all respects giving effect to such standard), except respects) on and as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) of the Closing Date and Seller shall have performed and or complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition all agreements required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller 8.2 Since the date of this Agreement, there shall have delivered been no material adverse changes in Seller’s assets (including, but not limited to, the Acquired Assets) or in the financial condition, operations, or prospects of Seller. 8.3 All Consents or amendments listed in Schedule 8.3 to the Seller Disclosure Schedule have been filed, made or obtained and all waiting periods specified by law with respect thereto shall have expired or been terminated. 8.4 The Buyer shall have conducted, at its expense, a certificate executed by due diligence examination of the president Acquired Assets and, in its sole discretion, shall be satisfied with the results of its review. 8.5 Auditor, at Buyer’s expense, shall have completed the Audit to the satisfaction of Buyer in its sole discretion, and issued its opinion without qualification, and such Audit shall indicate that Seller dated is solvent and that the Closing Datefinancial statements of Seller, representing as audited, shall be in all material respects consistent with the Seller Financial Statements. 8.6 Buyer shall have prepared for filing, to its reasonable satisfaction, a current report on Form 8-K to announce the Closing, and certifying shall have verified to its reasonable satisfaction, the information about Seller contained in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled.current report on Form 8-K. (d) 8.7 No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, shall be pending or threatened before any court or Governmental Entity seeking to restrain, prohibit, Body that presents a substantial risk of the restraint or obtain damages or other relief in connection with the consummation rescission of the transactions contemplated by this Agreement or that imposes a substantial risk to Buyer’s ability to obtain title to and possession of the Acquired Assets on the terms and conditions contemplated by this Agreement. 8.8 All actions required to be taken by Seller to authorize the execution, delivery and performance of this Agreement, shall have been duly and validly taken. 8.9 At Closing, all the Acquired Assets shall have been transferred and delivered to Buyer. 8.10 The following, in form and substance reasonably acceptable to the Buyer, shall have been delivered to Buyer at or before Closing: (a) A bxxx of sale, assignment and assumption agreement, executed by Seller, and all the Acquired Assets shall have been transferred and delivered to Buyer; (b) A certificate from Seller certifying the conditions described in Sections 8.1, 8.2 and 8.3 above have been satisfied; (c) A certificate executed by an officer of Seller including a complete and accurate list of all Accounts Receivable, Accounts Payable and Inventory as of the Closing Date, and setting forth the aging of such Accounts Receivable and Accounts Payable (the “Closing Assets Schedule”); (d) A copy of the most recent bank statement for each of Seller’s Bank Accounts, and a list of all deposits to and withdrawals from each such Bank Account from the date of the most recent bank statement up to and including the Closing Date; (e) At the Closing, Buyer shall have received instructed its Transfer Agent to deliver to Seller a release certificate in the name of any liens covering or affecting Seller representing the Properties, executed in recordable form in form and substance agreeable to BuyerClosing Shares. (f) Such other documents as Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance")may reasonably request. (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations obligation of Buyer under this Agreement are to consummate the transactions to be performed by it in connection with the Closing is subject to each the satisfaction of the following conditions being metconditions: (a) Each 7.1 All representations and every representation of warranties made by Seller under in this Agreement shall be true and accurate correct in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by BuyerDate. (b) 7.2 Seller and Parent shall have performed and complied in with all material respects with (or compliance therewith shall have been waived by Buyer) each agreements, covenants and every covenant, agreement and condition conditions required by this Agreement to be performed or and complied with by Seller on or prior to or at the ClosingClosing Date. (c) 7.3 Seller shall have delivered a certificate executed procured all third party consents necessary to consummate the transactions contemplated by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilledthis Agreement. (d) 7.4 No Proceeding (excluding any Proceeding initiated by suit, action or proceeding against Buyer or any of its affiliates) shall, on the Closing Date, shall be pending or threatened before any Governmental Entity seeking court or governmental agency in which it is sought to restrain, prohibit, restrain or prohibit the consummation of this Agreement or to obtain damages or other relief in connection with this Agreement or the consummation transactions contemplated hereby. 7.5 Delivery to Buyer by Seller of a certificate to the effect that each of the conditions specified above in Sections 7.1 through 7.4 are satisfied in all respects. 7.6 Delivery to Buyer by Seller of (a) a Bill of Sale and Assignment conveying the Acquired Assxxx to Buyer, a form of which is attached hereto as Exhibit A; (b) a Trademark Assignment, a form of which is attached hereto as Exhibit B; (c) a legal opinion of Seller's counsel, a form of which is attached hereto as Exhibit C; and (d) any other assignments, certificates, transfer documents and other instruments as may be, in the opinion of counsel to Buyer, reasonably necessary to effectuate the transfer of the Acquired Assets and the transactions contemplated by this Agreement. (e) 7.7 Buyer shall have received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances copy of the Properties executed resolutions of the sole stockholder of Seller and delivered by the Board of Directors of Seller, which conveyances shall be substantially in certified by an officer of Seller, authorizing and approving the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date execution and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms delivery of this Agreement and consummation of the transactions contemplated hereby. 7.8 Execution by employees of Seller and Parent identified in Schedule 7.8 of an estoppel certificate (a) stating that such employee does not have any right, title or interest in the Acquired Assets, including the Intellectual Property, and (b) stating that any existing nondisclosure agreements currently in effect are and shall continue to be executed fully enforceable, or delivered by Seller or if any other party to Buyer prior to such nondisclosure agreements are not fully enforceable or in connection effect, an agreement by such employee to execute a new nondisclosure agreement. 7.9 No damage or destruction or other change has occurred with respect to the ClosingAcquired Assets or the Business, that, individually or in the aggregate, would have a material adverse effect on the use or operation of the Acquired Assets or the Business.