Common use of Conditions Precedent to the Obligations of Purchaser Clause in Contracts

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder Purchase of the Projects comprising a Tranche shall be subject to the fulfillment on satisfaction by a Seller (or before the Closing Date Sellers, as applicable), of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretionconditions precedent with respect to such Projects: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all Each of the representations and warranties of such Seller contained in this Agreement Section 3.1 *** that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects respects, in each case as of the Closing Date relevant Purchase Date; (b) Each of such Seller *** has performed or complied with appropriate modifications permitted under all obligations and covenants required by this Agreement)Agreement *** to be performed or complied with by it at or prior to the relevant Purchase Date, except where such failure to perform or comply would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole, Seller ***; (c) Such Seller shall have performed has delivered to Purchaser a Closing Request and observed, in all material respects, all covenants and agreements of this Agreement a Transfer Notice with respect to be performed and observed by Seller as the Purchase of the Closing Dateapplicable Tranche; (d) Such Seller shall have paid off or caused to be removed any Monetary Liens or arranged for has executed and delivered the payoff or removal Xxxx of the same concurrent with the Closing pursuant to Section 4.8Sale; (e) the Title Company Such Seller shall be irrevocably committed, upon payment of have delivered an updated Base Case Model for the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); andTranche; (f) The Tax Credit is in effect and is reasonably expected to be available as of the closing date under anticipated Placed in Service Dates for each Project comprising the Related Agreements shall be Tranche in an amount equal to 30% of the same applicable System Purchase Price; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (g) Prior to the initial Purchase Date, Purchaser has received an opinion from counsel to such Seller as to the Closing Date hereunderenforceability of each of the Transaction Documents to which such Seller is a party and as to such other corporate matters as are customarily included in similar opinions, each such opinion in form and substance reasonably satisfactory to Purchaser; (h) Purchaser has received appraisals from the Qualified Appraiser, in form and substance reasonably satisfactory to Purchaser (each such appraisal, an “Appraisal”), and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant which are dated no earlier than six (6) months prior to the applicable Purchase Date, showing the fair market value of new photovoltaic systems of the kind as, and in the State of the United States of America of, the PV Systems being purchased on the relevant Purchase Date under this Agreement expressed in terms thereof as the result of Major Damage. Notwithstanding dollars per watt of installed capacity; provided, that notwithstanding anything to the contrary in this Agreementclause (h), (i) in the event that Purchaser, such Seller or one of their Affiliates receives an Appraisal Deficiency Notice, (A) the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of System Purchase Price for each Project comprising the applicable Title Policy premium, Tranche shall be determined in a manner consistent with such Appraisal Deficiency Notice until such time as Purchaser has received a new Appraisal from the Qualified Appraiser in form and substance satisfactory to issue an ALTA 15-06 endorsement to the Title PolicyPurchaser (a “Replacement Appraisal”), and Purchaser has notified Seller in writing (B) upon acceptance of such circumstance Replacement Appraisal, the System Purchase Price for any such Project purchased after such acceptance shall thereafter be determined in accordance with Section 2.1(e) using such Replacement Appraisal, and is not (ii) in default the event that Purchaser notifies such Seller that it requires an additional Appraisal, (A) such additional Appraisal will be at the Purchaser’s expense, (B) the Purchaser shall be entitled to exercise the right to request such additional Appraisals no more often than every six (6) months, (C) such Appraisal will be done by the Qualified Appraiser and (D) as a condition to Purchaser’s obligation to purchase Projects under this AgreementAgreement following such request, Purchaser shall have received such Appraisal from the Qualified Appraiser, in form and substance reasonably satisfactory to the Purchaser, which shall be entitledused to determine the System Purchase Price in accordance with Section 2.1(e) unless and until such additional Appraisal is replaced by a Replacement Appraisal; (i) All manufacturer’s warranties in respect of the PV System for each Project comprising the Tranche are transferable, as its sole remedyand will be transferred, to receive the return Purchaser upon Purchase of such Project; (j) The PV System for each Project has not been “placed in service” as that term is used in Sections 48 and 168 of the DepositCode; (k) Such Seller shall certify to Purchaser in the Transfer Notice that such Seller reasonably expects the PV System for such Project to be Placed in Service by the Initial Completion Deadline; (l) Such Seller shall certify to Purchaser in the Transfer Notice that such Seller has complied with all other applicable provisions of this Agreement and that such Seller and its Affiliates have complied with each applicable Customer Agreement, together with reimbursement from Seller for except as would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole; (m) A Customer Agreement for the PV System for such Project is in effect in the applicable form attached to Schedule 3; (n) The Host Customers meet the Minimum Credit Criteria, and each Host Customer’s FICO® Score has been delivered to the Investor; (o) Each Host Customer for such Project is located in a Project State, and the address of each such Host Customer has been delivered to Investor; (p) No material default or event of default of such Seller *** has occurred and is continuing under any Transaction Document; (q) No Host Customer is described in Code Section 50(b)(3) or (4); (r) Assuming that all of the Projects in the same Tranche as such Project are sold to the Purchaser and Placed in Service, the aggregate amount of all Capital Contributions of Investor to Purchaser, including all Capital Contributions to be made by Investor to Purchaser on the Purchase Date with respect to such Tranche and made by Investor to Purchaser prior to the Purchase Date for such Project, will not exceed the Investor Contribution Cap; (s) Such Seller shall have made available to Purchaser, via such Seller’s costs web portal, on which site the following shall be delivered: (1) a copy of the site plan and expenses incurred in connection with this CAD designs used for the Projects; and (2) a copy of the executed Customer Agreement in an amount not for such Project; and (t) The insurance that is required to exceed $50,000, in which event this be procured and maintained pursuant to Section 8.2(b)(i) of the LLC Agreement shall have been procured and shall be terminated in full force and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementeffect.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder Purchase of the Projects comprising a Tranche shall be subject to the fulfillment on satisfaction by a Seller (or before the Closing Date Sellers, as applicable), of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretionconditions precedent with respect to such Projects: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all Each of the representations and warranties of such Seller contained in this Agreement Section 3.1 *** that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects respects, in each case as of the Closing Date relevant Purchase Date; (b) Each of such Seller *** has performed or complied with appropriate modifications permitted under all obligations and covenants required by this Agreement)Agreement *** to be performed or complied with by it at or prior to the relevant Purchase Date, except where such failure to perform or comply would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole, Seller ***; (c) Such Seller shall have performed has delivered to Purchaser a Closing Request and observed, in all material respects, all covenants and agreements of this Agreement a Transfer Notice with respect to be performed and observed by Seller as the Purchase of the Closing Dateapplicable Tranche; (d) Such Seller shall have paid off or caused to be removed any Monetary Liens or arranged for has executed and delivered the payoff or removal Xxxx of the same concurrent with the Closing pursuant to Section 4.8Sale; (e) the Title Company Such Seller shall be irrevocably committed, upon payment of have delivered an updated Base Case Model for the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); andTranche; (f) The Tax Credit is in effect and is reasonably expected to be available as of the closing date under anticipated Placed in Service Dates for each Project comprising the Related Agreements shall be Tranche in an amount equal to 30% of the same applicable System Purchase Price; (g) Prior to the initial Purchase Date, Purchaser has received an opinion from counsel to such Seller as to the Closing Date hereunderenforceability of each of the Transaction Documents to which such Seller is a party and as to such other corporate matters as are customarily included in similar opinions, each such opinion in form and substance reasonably satisfactory to Purchaser; (h) Purchaser has received appraisals from the Qualified Appraiser, in form and substance reasonably satisfactory to Purchaser (each such appraisal, an “Appraisal”), and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant which are dated no earlier than six (6) months prior to the applicable Purchase Date, showing the fair market value of new photovoltaic systems of the kind as, and in the State of the United States of America of, the PV Systems being purchased on the relevant Purchase Date under this Agreement expressed in terms thereof as the result of Major Damage. Notwithstanding dollars per watt of installed capacity; provided, that notwithstanding anything to the contrary in this Agreementclause (h), (i) in the event that Purchaser, such Seller or one of their Affiliates receives an Appraisal Deficiency Notice, (A) the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of System Purchase Price for each Project comprising the applicable Title Policy premium, Tranche shall be determined in a manner consistent with such Appraisal Deficiency Notice until such time as Purchaser has received a new Appraisal from the Qualified Appraiser in form and substance satisfactory to issue an ALTA 15-06 endorsement to the Title PolicyPurchaser (a “Replacement Appraisal”), and Purchaser has notified Seller in writing (B) upon acceptance of such circumstance Replacement Appraisal, the System Purchase Price for any such Project purchased after such acceptance shall *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and is not filed separately with the Commission. thereafter be determined in default accordance with Section 2.1(e) using such Replacement Appraisal, and (ii) in the event that Purchaser notifies such Seller that it requires an additional Appraisal, (A) such additional Appraisal will be at the Purchaser’s expense, (B) the Purchaser shall be entitled to exercise the right to request such additional Appraisals no more often than every six (6) months, (C) such Appraisal will be done by the Qualified Appraiser and (D) as a condition to Purchaser’s obligation to purchase Projects under this AgreementAgreement following such request, Purchaser shall have received such Appraisal from the Qualified Appraiser, in form and substance reasonably satisfactory to the Purchaser, which shall be entitledused to determine the System Purchase Price in accordance with Section 2.1(e) unless and until such additional Appraisal is replaced by a Replacement Appraisal; (i) All manufacturer’s warranties in respect of the PV System for each Project comprising the Tranche are transferable, as its sole remedyand will be transferred, to receive the return Purchaser upon Purchase of such Project; (j) The PV System for each Project has not been “placed in service” as that term is used in Sections 48 and 168 of the DepositCode; (k) Such Seller shall certify to Purchaser in the Transfer Notice that such Seller reasonably expects the PV System for such Project to be Placed in Service by the applicable Completion Deadline; (l) Such Seller shall certify to Purchaser in the Transfer Notice that such Seller has complied with all other applicable provisions of this Agreement and that such Seller and its Affiliates have complied with each applicable Customer Agreement, together with reimbursement from Seller for except as would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole; (m) A Customer Agreement for the PV System for such Project is in effect in the applicable form attached to Schedule 3; (n) The Host Customers meet the Minimum Credit Criteria, and each Host Customer’s FICO® Score has been delivered to the Investor; (o) Each Host Customer for such Project is located in a Project State, and the address of each such Host Customer has been delivered to Investor; (p) No material default or event of default of such Seller *** has occurred and is continuing under any Transaction Document; (q) No Host Customer is described in Code Section 50(b)(3) or (4); (r) Assuming that all of the Projects in the same Tranche as such Project are sold to the Purchaser and Placed in Service, the aggregate amount of all Capital Contributions of Investor to Purchaser, including all Capital Contributions to be made by Investor to Purchaser on the Purchase Date with respect to such Tranche and made by Investor to Purchaser prior to the Purchase Date for such Project, will not exceed the Investor Contribution Cap; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (s) Such Seller shall have made available to Purchaser, via such Seller’s costs web portal, on which site the following shall be delivered: (1) a copy of the site plan and expenses incurred in connection with this CAD designs used for the Projects; and (2) a copy of the executed Customer Agreement in an amount not for such Project; and (t) The insurance that is required to exceed $50,000, in which event this be procured and maintained pursuant to Section 8.2(b)(i) of the LLC Agreement shall have been procured and shall be terminated in full force and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementeffect.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder Purchase of the Projects comprising a Tranche shall be subject to the fulfillment on satisfaction by a Seller (or before the Closing Date Sellers, as applicable), of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretionconditions precedent with respect to such Projects: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all Each of the representations and warranties of such Seller contained in this Agreement Section 3.1 and *** that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects respects, in each case as of the Closing Date relevant Purchase Date; (b) Each of such Seller *** has performed or complied with appropriate modifications permitted under all obligations and covenants required by this Agreement)Agreement *** to be performed or complied with by it at or prior to the relevant Purchase Date, except where such failure to perform or comply would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole, Seller ***; (c) Such Seller shall have performed has delivered to Purchaser a Closing Request and observed, in all material respects, all covenants and agreements of this Agreement a Transfer Notice with respect to be performed and observed by Seller as the Purchase of the Closing Dateapplicable Tranche; (d) Such Seller shall have paid off or caused to be removed any Monetary Liens or arranged for has executed and delivered the payoff or removal Xxxx of the same concurrent with the Closing pursuant to Section 4.8Sale; (e) the Title Company Such Seller shall be irrevocably committed, upon payment of have delivered an updated Base Case Model for the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); andTranche; (f) The Tax Credit is in effect and is reasonably expected to be available as of the closing date under anticipated Placed in Service Dates for each Project comprising the Related Agreements shall be Tranche in an amount equal to 30% of the same applicable System Purchase Price; (g) Prior to the initial Purchase Date, Purchaser has received an opinion from counsel to such Seller as to the Closing Date hereunderenforceability of each of the Transaction Documents to which such Seller is a party and as to such other corporate matters as are customarily included in similar opinions, each such opinion in form and substance reasonably satisfactory to Purchaser; (h) Purchaser has received appraisals from the Qualified Appraiser, in form and substance reasonably satisfactory to Purchaser (each such appraisal, an “Appraisal”), and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant which are dated no earlier than six (6) months prior to the applicable Purchase Date, showing the fair market value of new photovoltaic systems of the kind as, and in the State of the United States of America of, the PV Systems being purchased on the relevant Purchase Date under this Agreement expressed in terms thereof as the result of Major Damage. Notwithstanding dollars per watt of installed capacity; provided, that notwithstanding anything to the contrary in this Agreementclause (h), (i) in the event that Purchaser, such Seller or one of their Affiliates receives an Appraisal Deficiency Notice, (A) the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of System Purchase Price for each Project comprising the applicable Title Policy premium, Tranche shall be determined in a manner consistent with such Appraisal Deficiency Notice until such time as Purchaser has received a new Appraisal from the Qualified Appraiser in form and substance satisfactory to issue an ALTA 15-06 endorsement *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Title PolicyCommission. Purchaser (a “Replacement Appraisal”), and Purchaser has notified Seller in writing (B) upon acceptance of such circumstance Replacement Appraisal, the System Purchase Price for any such Project purchased after such acceptance shall thereafter be determined in accordance with Section 2.1(e) using such Replacement Appraisal, and is not (ii) in default the event that Purchaser notifies such Seller that it requires an additional Appraisal, (A) such additional Appraisal will be at the Purchaser’s expense, (B) the Purchaser shall be entitled to exercise the right to request such additional Appraisals no more often than every six (6) months, (C) such Appraisal will be done by the Qualified Appraiser and (D) as a condition to Purchaser’s obligation to purchase Projects under this AgreementAgreement following such request, Purchaser shall have received such Appraisal from the Qualified Appraiser, in form and substance reasonably satisfactory to the Purchaser, which shall be entitledused to determine the System Purchase Price in accordance with Section 2.1(e) unless and until such additional Appraisal is replaced by a Replacement Appraisal; (i) All manufacturer’s warranties in respect of the PV System for each Project comprising the Tranche are transferable, as its sole remedyand will be transferred, to receive the return Purchaser upon Purchase of such Project; (j) The PV System for each Project has not been “placed in service” as that term is used in Sections 48 and 168 of the DepositCode; (k) Such Seller shall certify to Purchaser in the Transfer Notice that such Seller reasonably expects the PV System for such Project to be Placed in Service by the Completion Deadline; (l) Such Seller shall certify to Purchaser in the Transfer Notice that such Seller has complied with all other applicable provisions of this Agreement and that such Seller and its Affiliates have complied with each applicable Customer Agreement, together with reimbursement from Seller for except as would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole; (m) A Customer Agreement for the PV System for such Project is in effect in the applicable form attached to Schedule 3; (n) The Host Customers meet the Minimum Credit Criteria, and each Host Customer’s FICO® Score has been delivered to the Investor; (o) Each Host Customer for such Project is located in a Project State, and the address of each such Host Customer has been delivered to Investor; (p) No material default or event of default of such Seller *** has occurred and is continuing under any Transaction Document; (q) No Host Customer is described in Code Section 50(b)(3) or (4); (r) Assuming that all of the Projects in the same Tranche as such Project are sold to the Purchaser and Placed in Service, the aggregate amount of all Capital Contributions of Investor to Purchaser, including all Capital Contributions to be made by *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Investor to Purchaser on the Purchase Date with respect to such Tranche and made by Investor to Purchaser prior to the Purchase Date for such Project, will not exceed the Investor Contribution Cap; (s) Such Seller shall have made available to Purchaser, via such Seller’s costs web portal, on which site the following shall be delivered: (1) a copy of the site plan and expenses incurred in connection with this CAD designs used for the Projects; and (2) a copy of the executed Customer Agreement in an amount not for such Project; and (t) The insurance that is required to exceed $50,000, in which event this be procured and maintained pursuant to Section 8.2(b)(i) of the LLC Agreement shall have been procured and shall be terminated in full force and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementeffect.

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate complete the transaction Arrangement and the other Transactions contemplated hereunder herein shall be subject to the fulfillment on or before the Closing Date of each satisfaction of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained made by Vitran in this Agreement that are qualified by the expression “Material Adverse Change” or “Material Adverse Effect” or materiality shall be true and correct as of the Effective Date, in all respects, as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by Vitran in this Agreement that are not so qualified shall be true and correct in all material respects as of the Closing Effective Date as if made on and as of such date (with appropriate modifications permitted under this Agreementexcept for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and Vitran shall have provided to Purchaser a certificate of an officer thereof certifying such accuracy or lack of “Material Adverse Change” or “Material Adverse Effect” on the Effective Date; (b) there shall not have occurred a Material Adverse Effect; (c) Seller holders of not more than 10% of the Common Shares shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Dateexercised Dissent Rights; (d) Seller the Effective Time shall have paid off or caused to be removed any Monetary Liens or arranged for occur no later than the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8Completion Deadline; (e) the Title Company Key Third Party Consents shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)have been obtained; and (f) Vitran shall have complied in all material respects with its covenants in this Agreement and Vitran shall have provided to Purchaser a certificate of an officer thereof certifying that, as of the closing Effective Date, Vitran has so complied with its covenants in this Agreement. The foregoing conditions are for the benefit of Purchaser and may be waived, in whole or in part, by Purchaser in writing at any time. If any of such conditions shall not be complied with or waived by Purchaser on or before the Completion Deadline or, if earlier, the date under required for the Related Agreements shall be performance thereof, or become incapable of being satisfied prior to then, then Purchaser may terminate this Agreement by written notice to Vitran in circumstances where the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless failure to satisfy any Related Agreement such condition is terminated pursuant to the terms thereof as not the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale a breach of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementby Purchaser.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder shall be Closing are subject to the fulfillment satisfaction (or to the extent permitted by Law, written waiver by Purchaser in its sole discretion), on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (bi) all of the representations and warranties made by Sellers in Article III (in each case, other than the Fundamental Representations and the Seller Sufficiency Representations) shall be true and correct in each case in all respects as of Seller the Closing Date as though made on and as of the Closing Date (other than representations and warranties that are made as of a specified date need be true and correct only as of such date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality”, “Material Adverse Effect” or similar qualifiers contained therein (other than “material weaknesses” in this Agreement Section 3.4(d) and the word “Material” when used in the instances of the defined term “Material Contract” and “Material Adverse Effect” in Section 3.19)) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.5(a) and Section 3.17 (collectively, the “Fundamental Representations”) shall be true and correct in all material respects other than for de minimis inaccuracies, in each case as of the Closing Date as though all such representations and warranties had been made as of the Closing Date (with appropriate modifications permitted under this Agreement); other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date) and (ciii) the representations and warranties set forth in Section 3.5(b) (the “Seller Sufficiency Representations”) shall have performed be true and observedcorrect in all respects, in all material respects, all covenants each case as of the Closing Date as though such representations and agreements of this Agreement to be performed and observed by Seller warranties had been made as of the Closing Date; (db) Seller Sellers shall have paid off performed or complied with, or caused to be removed any Monetary Liens performed or arranged for the payoff or removal complied with, in all material respects, all of the same concurrent obligations and covenants required by this Agreement to be performed or complied with by Sellers on or prior to the Closing pursuant to Section 4.8Closing; (ec) the Title Company Sellers shall have delivered, or caused to be irrevocably committeddelivered, upon payment to Purchaser all of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); anditems set forth in Section 2.4; (fd) From the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is there shall not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have occurred any obligation under this Agreement except obligations which expressly survive the termination of this AgreementMaterial Adverse Effect.

Conditions Precedent to the Obligations of Purchaser. The obligation All obligations of Purchaser to consummate the transaction contemplated hereunder shall be subject under Article 2 and Article 8 are subject, at Purchaser’s option, to the fulfillment on prior to or before at the Closing Date of each of the following conditions: 6.1 Purchaser shall have entered into an agreement with Sidekick Xploration, any or all of which may be waived by LLC, satisfactory in form and substance to Purchaser in its sole and absolute discretion: (a) , regarding the acquisition by Purchaser of the SideKick Xploration, LLC interests in the Lands and the Leases. Seller acknowledges and understands that Purchaser shall have delivered no obligation to consummate the transactions contemplated in this Agreement unless and until Purchaser all of shall have entered into an agreement regarding the items required to be delivered to Purchaser pursuant SideKick Xploration, LLC ownership interests in and to the terms of this Agreement, including but not limited to, Leases and the items provided for in Section 4.6;Lands. (b) all of the representations 6.2 Each and warranties every representation and warranty of Seller contained as set forth in Article 3 of this Agreement shall be true and correct in all material respects accurate as of the date when made and shall be deemed to be made again at and as of the Closing Date (with appropriate modifications permitted under this Agreement);and shall then be true and accurate in all respects. (c) 6.3 Seller shall have performed and observedcomplied with each and every covenant, in all material respects, all covenants agreement and agreements of condition required by this Agreement to be performed and observed or complied with by Seller prior to or at Closing; provided, however, that if Seller has not obtained consents to assign in respect of the Gulf Fee Leases as provided in Section 5.7, the failure of Seller to obtain such consents shall not be deemed to be a breach of a covenant, agreement or condition of this Agreement. 6.4 The Interests shall not have been materially and adversely affected as of the Closing Date;Date in any way as a result of any casualty of disaster, accident, labor disputes, exercise of power of eminent domain or other governmental event or Act of God or the public enemy. (d) Seller shall have paid off 6.5 No suit, action or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company other proceeding shall be irrevocably committed, upon payment of the applicable Title Policy premiumpending or threatened before any court or governmental agency seeking to restrain, to issue prohibit or to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and there shall have been no investigation or inquiry made or commenced by any governmental agency in an amount not to exceed $50,000, in which event connection with this Agreement shall be terminated and neither Seller nor or the transactions contemplated hereby. 6.6 Purchaser shall have any obligation under this Agreement except obligations which expressly survive satisfied itself that no instruments have been filed for record from and after the termination date Purchaser’s examination of this Agreementtitle concluded that adversely affects the title of Seller to the Leases and the Lands.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller Sellers shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain the terms of this Agreement, including but not limited to, the items provided for described in Section 4.67.3) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Sellers (which service shall comply with Section 7.2(d)); (b) all of the representations and warranties of made by each Seller contained in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect, or similar qualification shall be true and correct in all respects after giving effect to such qualification), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (with appropriate modifications permitted under this Agreementother than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (c) Seller Sellers shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of them on or prior to the Closing Date; (d) Seller Sellers shall have paid off delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser, all of the same concurrent with the Closing pursuant to items set forth in Section 4.83.2; (e) Sellers shall have complied with the Title Company sale process deadlines set forth in the Bidding Procedures Order; (f) The Sellers shall be irrevocably committed, upon payment make commercially reasonable best efforts to turn over to Purchaser as Purchaser may direct at the commencement of the applicable Title Policy premiumClosing Date, exclusive physical possession of the Purchased Assets, including all keys, combinations to issue safes, security codes and passwords, which combinations, codes, and passwords Sellers have Knowledge of and are in Sellers’ possession, control or custody. To the extent that it would not disrupt Seller’s Business, after entry of the Sale Order but prior to PurchaserClosing, at Purchaser may commence preparation for opening of any plant as a Purchaser’s expenseplant including, the Title Policy including an ALTA 15-06 endorsement without limitation, disconnecting items of equipment that are included in Excluded Assets and moving such items aside, and continuing electrical and wiring work that may be required; (non-imputation – full equity transfer)g) There shall have been no Material Adverse Effect; and (fh) The Purchaser shall have received a Phase I Environmental Site Assessment , dated after the closing date under the Related Agreements shall be the same as hereof and prior to the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant respect to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Owned Real Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementAssumed Leased Real Property.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder shall be any Acquired Companies Acquisition are subject to the fulfillment satisfaction or written waiver, on or before prior to the applicable Closing Date Date, of each of the following conditions, conditions (any or all of which may be waived in writing by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained set forth in this Agreement Article IV and Article V hereof (without regard to materiality and material adverse effect qualifiers set forth therein) that are applicable to the applicable Acquired Companies Acquisition and the Acquired Companies described in the applicable Acquired Companies Annex shall be true and correct on and as of the applicable Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the applicable Closing Date, to the foregoing effect; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller on or prior to the applicable Closing Date and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the applicable Closing Date (with appropriate modifications permitted under this Agreement)Date, to the foregoing effect; (c) Seller shall have performed executed and observeddelivered, in all material respects, all covenants and agreements of this Agreement or caused to be performed executed and observed by Seller as delivered, to Purchaser all of the Closing Dateitems referred to in Section 3.2; (d) Seller from and after the applicable Effective Date, there shall not have paid off or caused to be removed occurred any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8Material Adverse Effect; (e) the Title applicable Project Company shall be irrevocably committedhave been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, upon payment of dated the applicable Title Policy premiumClosing Date, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)foregoing effect; and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale each of the Property as contemplated hereunder is not consummated solely due to the failure additional conditions, if any, described in paragraph 3 of the Title Company to be irrevocably committed, upon payment Part V of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Acquired Companies Annex have been satisfied or waived by Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

Conditions Precedent to the Obligations of Purchaser. The obligation All obligations of Purchaser to consummate the transaction under this Agreement contemplated hereunder shall be hereby, are subject to the fulfillment on fulfillment, prior to or before at the Closing Date as indicated below, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) The representations and warranties by Seller shall have contained in this Agreement or in any certificate or document delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms provisions hereof or in connection herewith, will be true and correct at and as of this Agreement, including but not limited to, the items provided for in Section 4.6date of the Closing as though such representations and warranties were made at and as of such times; (b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall will have performed and observedcomplied with, in all material respects, all covenants covenants, agreements, and agreements of conditions required by this Agreement to be performed or complied with by them; (c) On or before the Closing, Seller will have delivered to Purchaser evidence of ownership and observed by Seller as of its right to sell and transfer the Closing DateProducts and all products, formulas, processes, proprietary technology and/or patents and patent applications underlying products; (d) Seller shall have paid off or caused to This Agreement and the transactions contemplated hereby will be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8permitted by applicable federal and state law; (e) Prior to the Title Company shall Closing, Seller will have arranged for and caused to be irrevocably committedraised financing of a minimum of $300,000, upon payment to be used by Purchaser for its business endeavors subsequent to the Closing, and that of the applicable Title Policy premiumminimum amount of financing to be raised by Seller, $50,000 will be paid at the Closing to issue to Purchaser, at Purchaser’s expense, Xxxxxxxx Investment Company and/or its assigns and designees for services rendered in connection with the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)execution of the Agreement and the transactions contemplated hereby; and (f) Prior to or at the closing date Closing, Purchaser must receive from Seller and/or its assigns an “investment letter” or other equivalent document providing representations that the shares of common stock to be issued pursuant to this Agreement are, among other things; (i) Being acquired for investment purposes and not with a view to public resale; (ii) Being acquired for the investor’s own account; and (iii) Are restricted and may not be resold except pursuant to a registration statement or in reliance upon an exemption to registration under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementSecurities Act.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder shall be Closing are subject to the fulfillment satisfaction (or to the extent permitted by Law, written waiver by Purchaser in its sole discretion), on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (bi) all of the representations and warranties made by Sellers in Article III (in each case, other than the Fundamental Representations and other than the representations and warranties set forth in Section 3.4) shall be true and correct in all respects as of Seller contained the Closing Date as though made on and as of the Closing Date, except (A) that representations and warranties that are made as of a specified date need be true and correct in this Agreement all respects only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect and (ii) the representations and warranties set forth in Section 3.1, Section 3.2 and Section 3.7 (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such date; (b) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects as of the Closing Date with appropriate modifications permitted under respect to each parcel of the Acquired Real Property, provided that in the event the foregoing condition is not satisfied as of the Closing Date with respect to any individual parcel of Acquired Real Property, Purchaser’s sole recourse shall be, at Purchaser’s option, to exclude such individual parcel of Acquired Real Property from the Acquired Assets and proceed with the Closing with respect to any other parcels of Acquired Real Property included in the Acquired Assets; provided further that (Y) prior to excluding any such parcel, Purchaser shall notify Sellers of the failure of the foregoing condition to be satisfied, together with Purchaser’s basis therefor and supporting evidence thereof, and provide Sellers with reasonable opportunity to cure such failure and (Z) in the event that any individual parcel or parcels of Acquired Real Property are excluded from the Acquired Assets pursuant to the immediately preceding proviso, the Purchase Price shall be reduced by an amount equal to: (i) if any individual parcel or parcels of Acquired Real Property are subject to one or more Qualified Bids (as defined in the Bidding Procedures Order and as may be improved upon at the Auction), the greater of (A) the value of the highest Qualified Bid in the Auction pertaining to such parcel or parcels and (B) the highest value allocated to such parcel or parcels in connection with a Qualified Bid in the Auction for a package of Acquired Real Property that includes such parcel or parcels; (ii) if (i) is not applicable, but the Sellers otherwise have a binding offer or Contract for such parcel or parcels, the value in such binding offer or Contract; (iii) if neither (i) nor (ii) is applicable, and solely for the purposes of this Agreementproviso and the proviso to Section 8.1(e), that portion of the Purchase Price equal to the product of the percentage set forth for such parcel or parcels on Schedule 7.2(b)(iii) multiplied by the total Purchase Price (the “Pro Rated Amount”); or (iv) as may otherwise be mutually agreed upon in writing between the Parties; (c) Seller Sellers shall not have performed and observedbreached in a manner that is material with respect to the Transactions, in all material respectstaken as a whole, all the covenants and agreements of this Agreement required to be performed or complied with by Sellers under this Agreement on or prior to Closing; and (d) Purchaser shall have received on and observed by Seller as of the Closing Date a certificate of an authorized officer of Sellers confirming that the conditions set forth Section 2.4 have been satisfied. (e) As of the Closing Date, no right of first refusal relating to any individual parcel or parcels of Acquired Real Property shall have been exercised, and the deadline to exercise any such right of first refusal shall have expired. In the event that the foregoing condition is not satisfied as of the Closing Date; (d) Seller shall have paid off , Purchaser may elect, in its sole and absolute discretion, to exclude such individual parcel or caused parcels of Acquired Real Property from the Acquired Assets and proceed with the Closing, with the Purchase Price to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including reduced by an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated amount determined pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary methodology set forth in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementSection 7.2(b) hereof.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement and the other Transaction Documents are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, conditions (any or all of which may be waived in writing by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Seller set forth in Article IV and Article V hereof (without regard to materiality and material adverse effect qualifiers set forth therein) shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and Purchaser shall have delivered to Purchaser all received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the items required to be delivered to Purchaser pursuant Closing Date, to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6foregoing effect; (b) all of the representations Seller shall have performed and warranties of Seller contained in this Agreement shall be true and correct complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the Closing Date (with appropriate modifications permitted under this Agreement)Date, to the foregoing effect; (c) Seller shall have performed executed and observeddelivered, in all material respects, all covenants and agreements of this Agreement or caused to be performed executed and observed delivered, to Purchaser all of the items set forth in Section 3.2; (d) From and after the Effective Date, there shall not have occurred any Material Adverse Effect; (e) The Project Company shall have been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by Seller an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (f) All of the COD Conditions (as defined in the Wind Energy Purchase Agreement) shall have been satisfied, and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the Closing Date;, to the foregoing effect; and (dg) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of issue the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to for the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the DepositProperty, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor any endorsements that Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementmay reasonably request.

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate purchase the transaction contemplated hereunder Property shall be subject to the fulfillment on following conditions (all or before the Closing Date of each of the following conditions, any or all of which may be waived waived, in whole or in part, by Purchaser in its sole discretion:Purchaser): (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the The representations and warranties of made by Seller contained in this Agreement Section 7 shall be true and correct in all material respects on and as of the Closing Date (with appropriate modifications permitted under this Agreement);the same force and effect as though such representations and warranties had been made on and as of such date, and Seller shall have executed and delivered to Purchaser a certificate dated as of the Closing Date to the foregoing effect. (cb) Seller shall have performed and observed, in all material respects, all covenants and agreements of obligations required by this Agreement to be performed and observed or complied with by Seller on or before the Closing Date, including but not limited to those set forth in Section 9 hereof. (c) The results of all environmental surveys or studies conducted on the Property are satisfactory to Purchaser. (d) On the Closing Date, (i) Seller's title to the Property shall be marketable, good of record and in fact, and free-and-clear of all liens, mortgages, deeds of trust, encumbrances, easements, leases, conditions and other matters affecting title other than the Permitted Exceptions, and (ii) the Title Insurance Company shall have committed unconditionally to issue to Purchaser, or its designee, at standard rates, an ALTA Form B owner's title insurance policy covering the Property, including such endorsements as Purchaser may reasonably require, in an amount at least equal to the Purchase Price, insuring title to the Property in the condition required by clause (i) Section 9(a) hereof. In the event Seller is unable to deliver title as specified by this Paragraph 10(d), then Purchaser may either waive such defect and proceed to Closing, or cancel the Contract. In the event of such election by Purchaser, the parties shall each bear their respective costs and fees incurred in this transaction. (e) On the Closing Date, Xxxxxxxxx, LLC ("Xxxxxxxxx") shall have committed to fund and will fund the entire Purchase Price under such terms as are acceptable to Purchaser and Xxxxxxxxx. (f) On the Closing Date, Purchaser shall have received from Ramada Franchising System, Inc. either a comfort letter, tri-party agreement or conditional assignment of the new franchise agreement in a form reasonably satisfactory to Purchaser and Xxxxxxxxx. (g) Representatives of both Purchaser and Seller shall have completed a walk through of the Property and jointly executed Schedule B-1 of all Personal Property to be delivered by Seller to Purchaser in "as is" condition as of the Closing Date;. (dh) Except as set forth in Exhibit G, Seller shall have paid off or caused delivered to be removed any Monetary Liens or arranged for the payoff or removal Purchaser evidence of termination of the same concurrent Contracts, including but not limited to that certain Management Agreement with Northwest Hospitality, Inc. (i) Except as set forth in Exhibit G, both Seller and the Manager of the Property, Northwest Hospitality Inc, each on their respective behalf, shall have delivered to Purchaser a certification as to the unavailability of such Property Documents which were not delivered to Purchaser. (j) As of the Closing pursuant to Section 4.8; (e) the Title Company Date, Seller, at its sole cost and expense, shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue have delivered to Purchaser, at Purchaser’s expensefor inspection, review and photocopying, true, correct and complete copies of all of the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) Property Documents. In the closing date under event a document identified as a Property Document is not in possession of Seller or the Related Agreements shall be Property's manager then both Seller, to the same as the Closing Date hereunderbest of its knowledge, and the closing under the Related Agreements Property Manager each on their respective behalf shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant certify to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale Purchaser of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing unavailability of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementdocuments.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain the terms of this Agreement, including but not limited to, the items provided for described in Section 4.67.2) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Seller (which service shall comply with Section 7.1(c)); (bA) all of the representations and warranties of made by Seller contained in this Agreement or in any Ancillary Document, other than those set forth in Section 4.12 (Assets Necessary to Business), shall be true and correct in all respects, in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (B) the representations and warranties made by Seller set forth in Section 4.12 (Assets Necessary to Business), shall be true and correct in all material respects respects, in each case as of the Agreement Date and as of the Closing Date (Date, with appropriate modifications permitted under this Agreement)the same force and effect as though all such representations and warranties had been made as of the Closing Date; (c) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of them on or prior to the Closing Date; (d) Seller shall have paid off delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser, all of the same concurrent with the Closing pursuant to items set forth in Section 4.83.2; (e) all Permits material to the Title Company shall be irrevocably committed, upon payment operation of the applicable Title Policy premiumBusiness, to issue as set forth on Schedule 9.3(e), shall have been transferred to Purchaser, at Purchaser’s expense, ; (f) Seller shall have complied with the Title Policy including an ALTA 15-06 endorsement sale process deadlines set forth in the Bidding Procedures Order and any Order amending such Bidding Procedures Order; (non-imputation – full equity transferg) there shall not have occurred and be continuing a Material Adverse Effect; (h) the Bankruptcy Court shall have approved and authorized the assumption and assignment of all Contracts between Seller and/or its Subsidiaries and each Major Customer (other than Major Customers that are governmental entities); (i) the Minimum Business Revenues shall not be less than $75 million; and (fj) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser Net Receivables Amount shall be entitled, as its sole remedy, equal to receive or greater than the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementMinimum Net Receivables Amount.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated close hereunder shall be subject to the fulfillment on and satisfaction, prior to or before at the Closing Date of each Closing, of the following conditions, any conditions or all of which may be waived the written waiver or deferral thereof (other than Section 7.1.3 hereof) by Purchaser in its sole discretionPurchaser: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the 7.1.1. The representations and warranties of Seller Sellers contained in this Agreement shall be have been true and correct in all material respects when made and on and as of the Closing Date with the same force and effect as if made as of the Closing (subject to the second paragraph of the preamble to Article 5 hereof), other than such representations and warranties as are made of another date, the covenants and agreements contained in this Agreement to be complied with appropriate modifications permitted under this Agreement)by Sellers on or before Closing shall have been complied with in all material respects and Purchaser shall have received a certificate executed by each Seller to such effect; (c) 7.1.2. Each Seller shall have executed and delivered the Transaction Documents to which it is a party and each of the agreements and covenants of Sellers to be performed and observed, under this Agreement at or prior to the Closing Date shall have been duly performed in all material respects. Escrow Agent shall have executed and delivered the Escrow Agreement. 7.1.3. No injunction or restraining order shall be in effect or shall have been instituted or threatened to forbid or enjoin the consummation of the transactions contemplated by the Transaction Documents and no federal, state, provincial, county, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation hereof. 7.1.4. There shall have been no damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Business or the Assets. 7.1.5. Purchaser shall have received copies of resolutions duly adopted by Pinnacle’s and CFT’s shareholders and directors authorizing and approving the execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. 7.1.6. Purchaser shall have received bills of sale, endorsements, assignments, drafts, checks, motor vehicle titles and other documents of transfer, conveyance and assignment valid to transfer all covenants right, title and interest in and to the Assets to Purchaser, in form and substance reasonably satisfactory to Purchaser. 7.1.7. Purchaser shall have received all books of account, records, leases, contracts, agreements, correspondence and other documents of Sellers that pertain to the Business and the Assets. 7.1.8. Each of Pinnacle and CFT shall have executed non-competition and non-solicitation agreements with Purchaser in the form attached hereto as Exhibit F (the "Non-Competition Agreements"). 7.1.9. Each of this Messrs. Hayford, Walters, Love and Xxxxxx, Xx. Xxxxxxx Xxxxxxx and Mr. Xxxx Xxxxx shall have executed Employment Agreements in the form attached hereto as Exhibit G. 7.1.10. All security interests and any other liens in the Assets shall have been released. 7.1.11. On or before the Closing Date, the counter-parties of Pinnacle and CFT listed on Schedule 7.1.11 shall have consented (verbally or in writing) to an assignment to Purchaser by Pinnacle or CFT, as applicable, of the existing Contracts between such counter-parties and Pinnacle or CFT, as applicable. 7.1.12. All employees of Pinnacle who are accepting employment with Purchaser at an annual salary of $50,000 or more shall have executed and delivered to Purchaser an Intellectual Property, Confidentiality, and Non-Solicitation Agreement in the form of Exhibit H attached hereto (“Confidentiality Agreements”). 7.1.13. Sellers shall have caused payment of all amounts due with respect to be performed and observed by Seller the Excluded Liabilities, or shall have made arrangements for payment that are reasonably satisfactory to Purchaser. 7.1.14. Sellers shall have delivered final versions of the Financial Statements that were not delivered and/or completed as of the Closing Date;date hereof (as disclosed on Schedule 5.6.1) (collectively, the “Completed Financial Statements”). (d) Seller 7.1.15. Sellers shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered (i) a list of all “work-in-progress” of the same concurrent with Business as April 3, 2011 and indicating the Closing pursuant approximate percentage of completion of each project, giving due regard to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunderretainages, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result cost of Major Damage. Notwithstanding anything to the contrary in this Agreement, goods already obtained for such contract and included in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title PolicyAssets, and Purchaser has notified Seller in writing (ii) a list of such circumstance and is not in default under this Agreementall “firm, Purchaser shall be entitledin-hand” projects, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller adjustments for all known customer changes and expected changes as of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000April 3, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive 2011 (collectively, the termination of this Agreement“April WIP/Backlog Reports”).

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain the terms of this Agreement, including but not limited to, the items provided for described in Section 4.67.3) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Seller (which service shall comply with Section 7.2(d)); (b) all of (A) the representations and warranties of made by Seller contained in this Agreement or in any Ancillary Document, other than those set forth in Section 4.12 (Assets Necessary to Business), shall be true and correct in all respects, in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (B) the representations and warranties made by Seller set forth in Section 4.12 (Assets Necessary to Business), shall be true and correct in all material respects respects, in each case as of the Agreement Date and as of the Closing Date (Date, with appropriate modifications permitted under this Agreement)the same force and effect as though all such representations and warranties had been made as of the Closing Date; (c) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of them on or prior to the Closing Date; (d) Seller shall have paid off delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser, all of the same concurrent with the Closing pursuant to items set forth in Section 4.83.2; (e) all Permits material to the Title Company shall be irrevocably committed, upon payment operation of the applicable Title Policy premiumBusiness, to issue as set forth on Schedule 9.3(e), shall have been transferred to Purchaser, at Purchaser’s expense, ; (f) Seller shall have complied with the Title Policy including an ALTA 15-06 endorsement sale process deadlines set forth in the Bidding Procedures Order and any Order amending such Bidding Procedures Order; (non-imputation – full equity transferg) there shall not have occurred and be continuing a Material Adverse Effect; (h) the Bankruptcy Court shall have approved and authorized the assumption and assignment of all Contracts between Seller and/or its Subsidiaries and each Major Customer (other than Major Customers that are governmental entities); (i) the Minimum Business Revenues shall not be less than $75 million; and (fj) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser Net Receivables Amount shall be entitled, as its sole remedy, equal to receive or greater than the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementMinimum Net Receivables Amount.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder shall be any Acquired Companies Acquisition are subject to the fulfillment satisfaction or written waiver, on or before prior to the applicable Closing Date Date, of each of the following conditions, conditions (any or all of which may be waived in writing by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained set forth in this Agreement Article IV and Article V hereof that are applicable to the applicable Acquired Companies Acquisition and the Acquired Companies described in the applicable Acquired Companies Annex shall be true and correct in all material respects on and as of the applicable Closing Date (except for any such representations and warranties that are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) with appropriate modifications permitted under the same effect as though made at and as of such date, and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the applicable Closing Date, to the foregoing effect; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement)Agreement to be performed or complied with by Seller on or prior to the applicable Closing Date and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the applicable Closing Date, to the foregoing effect; (c) Seller shall have performed executed and observeddelivered, in all material respects, all covenants and agreements of this Agreement or caused to be performed executed and observed by Seller as delivered, to Purchaser all of the Closing Dateitems referred to in Section 3.2; (d) Seller from and after the applicable Effective Date, there shall not have paid off or caused to be removed occurred any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8Material Adverse Effect; (e) the Title applicable Project Company shall be irrevocably committedhave been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, upon payment of dated the applicable Title Policy premiumClosing Date, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)foregoing effect; and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale each of the Property as contemplated hereunder is not consummated solely due to the failure additional conditions, if any, described in paragraph 3 of the Title Company to be irrevocably committed, upon payment Part V of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Acquired Companies Annex have been satisfied or waived by Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of made by Seller contained in this Agreement or in any Ancillary Document shall be true and correct in all material respects respects, in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (with appropriate modifications permitted under this Agreementother than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (cb) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of it on or prior to the Closing Date; (c) the Title Company shall have issued to Purchaser an ALTA owner’s title insurance policy respecting the Real Property in the amount of $19,000,000 (the “Title Policy”), insuring Purchaser that Seller is the owner of good and marketable title to the Real Property free and clear of all Encumbrances, other than Permitted Encumbrances, with all general exceptions other than survey exceptions (unless Purchaser has obtained and delivered a survey) deleted and including such endorsements as Purchaser shall reasonably request; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for received the payoff or removal waivers, consents and approvals specified on Section 4.4 of the same concurrent with the Closing pursuant to Section 4.8Disclosure Schedule, and no such waiver, consent or approval shall have been revoked; (e) Seller shall have terminated authorization or Permits issued by the Title Company Alcohol and Tobacco Tax and Trade Bureau related to the storage and sale of ethanol, including but not limited to Permit Number AFP-CA-15046 and any distilled spirits permit or permit application; (f) Seller shall have terminated, closed or taken other action with respect to the Permits listed on Section 4.13(a) of the Disclosure Schedule; (g) Seller shall have returned the cooling tower pump, currently being stored at Seller’s Xxxxxxxx facility, to the Site; (h) Purchaser shall have completed its Due Diligence within the Due Diligence Period, with the results of such Due Diligence satisfactory to Purchaser; (i) Purchaser (or any representatives thereof) shall have had the opportunity to conduct a Site visit together with Seller no later than two (2) Business Days prior to the Closing Date and Purchaser shall be irrevocably committedsatisfied that the Purchased Assets remaining on the Site and subject to this Agreement are substantially the same as to what was located on the Site or Real Property as of September 30, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)2020; and (fj) the closing date under the Related Agreements Seller shall have delivered, or caused to be the same as the Closing Date hereunderdelivered, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunderto Purchaser, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale all of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller items set forth in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementSection 3.5.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder shall be Closing are subject to the fulfillment satisfaction (or to the extent permitted by Law, written waiver by Purchaser in its sole discretion), on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (bi) all of the representations and warranties made by Sellers in Article III (in each case, other than the Fundamental Representations and other than the representations and warranties set forth in Section 3.4) shall be true and correct in all respects as of Seller contained the Closing Date as though made on and as of the Closing Date, except (A) that representations and warranties that are made as of a specified date, which, for the avoidance of doubt, shall not include the reference to “as of the date hereof” in this Agreement the first sentence of Article III, need be true and correct in all respects only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect and (ii) the representations and warranties set forth in Section 3.1, Section 3.2 and Section 3.7 (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date, which, for the avoidance of doubt, shall not include the reference to “as of the date hereof” in the first sentence of Article III, need be true and correct in all material respects only as of such date; (b) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects as of the Closing Date with appropriate modifications permitted under respect to each parcel of the Acquired Real Property, provided that in the event the foregoing condition is not satisfied as of the Closing Date with respect to any individual parcel of Acquired Real Property, Purchaser’s sole recourse shall be, at Purchaser’s option, to exclude such individual parcel of Acquired Real Property from the Acquired Assets and proceed with the Closing with respect to any other parcels of Acquired Real Property included in the Acquired Assets; provided further that (Y) prior to excluding any such parcel, Purchaser shall notify Sellers of the failure of the foregoing condition to be satisfied, together with Purchaser’s basis therefor and supporting evidence thereof, and provide Sellers with reasonable opportunity to cure such failure and (Z) in the event that any individual parcel or parcels of Acquired Real Property are excluded from the Acquired Assets pursuant to the immediately preceding proviso, the Purchase Price shall be reduced by an amount equal to: (i) if any individual parcel or parcels of Acquired Real Property are subject to one or more Qualified Bids (as defined in the Bidding Procedures Order and as may be improved upon at the Auction), the greater of (A) the value of the highest Qualified Bid in the Auction pertaining to such parcel or parcels and (B) the highest value allocated to such parcel or parcels in connection with a Qualified Bid in the Auction for a package of Acquired Real Property that includes such parcel or parcels; (ii) if (i) is not applicable, but the Sellers otherwise have a binding offer or Contract for such parcel or parcels, the value in such binding offer or Contract; (iii) if neither (i) nor (ii) is applicable, and solely for the purposes of this Agreementproviso and the proviso to Section 8.1(e), that portion of the Purchase Price equal to the product of the percentage set forth for such parcel or parcels on Schedule 7.2(b)(iii) multiplied by the total Purchase Price (the “Pro Rated Amount”); or (iv) as may otherwise be mutually agreed upon in writing between the Parties; (c) Seller Sellers shall not have performed and observedbreached in a manner that is material with respect to the Transactions, in all material respectstaken as a whole, all the covenants and agreements of this Agreement required to be performed or complied with by Sellers under this Agreement on or prior to Closing; (d) Purchaser shall have received on and observed by Seller as of the Closing Date a certificate of an authorized officer of Sellers confirming that the conditions set forth Section 2.4 have been satisfied; and (e) As of the Closing Date, no right of first refusal relating to any individual parcel or parcels of Acquired Real Property shall have been exercised, and the deadline to exercise any such right of first refusal shall have expired. In the event that the foregoing condition is not satisfied as of the Closing Date; (d) Seller shall have paid off , Purchaser may elect, in its sole and absolute discretion, to exclude such individual parcel or caused parcels of Acquired Real Property from the Acquired Assets and proceed with the Closing, with the Purchase Price to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including reduced by an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated amount determined pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary methodology set forth in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementSection 7.2(b) hereof.

Conditions Precedent to the Obligations of Purchaser. The Each and every obligation of Purchaser to consummate the transaction contemplated hereunder be performed at Closing shall be subject to the fulfillment on satisfaction, prior to or before the Closing Date at Closing, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretionconditions precedent: (a) All proceedings, with respect to the Company or otherwise, to be taken in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Purchaser and Purchaser’s counsel, and Seller shall have delivered made available to Purchaser for examination the originals or true and correct copies of all documents related to the Membership Interest and the Property in Seller’s possession or control, which Purchaser may reasonably request in writing, in connection with the transactions contemplated by this Agreement. (b) During the period from the Effective Date through the Closing Date (as hereafter defined), there shall not have occurred, and there shall not exist on the Closing Date, any condition or fact which is or may be materially adverse to the financial condition of the items required to be delivered to Purchaser pursuant to the terms Company. For purposes of this Agreementcondition, including Purchaser acknowledges that it owns the other fifty percent (50%) membership interest in the Company, and is familiar with the business and affairs of the Company as of the Effective Date, including, but not limited to, the items provided for in Section 4.6;its financial standing. (bc) all During the period from the Effective Date through the Closing Date, (i) neither the Company nor any real property, personal property or other assets of the Company shall have been adversely affected by reason of any loss, taking, moratorium, condemnation, destruction or physical damage, whether or not insured against. (d) During the period from the Effective Date through the Closing Date, there shall not have occurred any materially adverse change in the physical or environmental condition of the Property, or any part thereof. (e) The representations and warranties of made by Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if said representations and warranties had been made on the Closing Date. Seller shall provide Purchaser at Closing with a factually accurate written certificate (with appropriate modifications permitted under this Agreement);“Closing Certificate”) confirming that all such representations and warranties remain true and complete on the Closing Date, as if such representations and warranties had been made on the Closing Date. Notwithstanding that certain of Seller’s representations and warranties may be limited to the extent of the Seller’s knowledge (or other similar qualifiers) of the facts stated therein, the condition precedent to Purchaser’s obligation to settle hereunder shall not be so limited, and the satisfaction of said condition shall depend upon the actual correctness as of the time of Closing of the facts stated in all such representations and warranties. (cf) From and after the Effective Date, Seller shall be prepared to perform and/or observe, and as of Closing, Seller shall have performed and observed, each in all material respects, all covenants covenants, obligations and agreements required of Seller under this Agreement Agreement. (g) Fee simple title to the Property (as hereafter defined) shall be performed vested in the Company and observed shall be good of record and in fact, insurable at standard rates and free and clear of all liens, encumbrances, leases and tenancies, except for the following exceptions: (a) the lien of any real estate taxes and assessments for the then current tax year, (b) those exceptions shown on Schedule B of that certain owner’s title insurance policy issued to the Company (the “Company’s Title Insurance Policy”), a copy of which is attached as Exhibit A hereto and made a part hereof, (c) such additional instruments, liens, encumbrances, easements and/or rights of way as have been recorded in the Land Records of the County in connection with the development and construction on the Property since the date of the Company’s Title Insurance Policy, and (d) the lien, operation and effect of the first lien deed of trust and any amendments thereto on the Property to secure the Chevy Chase Loan (defined hereinafter) (collectively, the “Permitted Exceptions”). In addition, Purchaser shall have acquired the binding commitment (which commitment, Purchaser shall diligently pursue) from a nationally recognized title insurance company selected by Seller as of Purchaser (the “Purchaser’s Title Insurance Company”) to issue to Purchaser (or at Purchaser’s election, the Company) on the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, an A.L.T.A. owner’s title insurance policy (or, at Purchaser’s election, an endorsement to the Company’s Title Policy including an ALTA 15-06 endorsement (Insurance Property) with a “non-imputation – full equity transferendorsement” and such other endorsements reasonably requested by Purchaser (collectively, the “Purchaser’s Title Policy”) in the amount of Eleven Million Dollars ($11,000,000.00); and (f) , insuring the closing date under fee simple estate in the Related Agreements shall Property to be vested of record in the same as Company, subject solely to the Permitted Exceptions. In the event any of the conditions precedent contained in this Agreement have not been satisfied on or before the Closing Date (unless the failure of any such condition precedent is caused by the direct action of Purchaser, which direct action continues after fifteen (15) days written notice from Seller to Purchaser), then Purchaser shall thereafter have the right, by written notice given to Seller on or before the Closing Date, to either (i) terminate this Agreement upon written notice to Seller, in which event neither party shall have any further liability hereunder, except for such liabilities that expressly survive termination of this Agreement, and the closing under the Related Affiliated Agreements shall occur simultaneously with remain in full force and effect, or (ii) waive such unsatisfied condition(s) by written notice to Seller given on or before the Closing hereunderDate, unless and proceed to Closing as provided herein, provided however, any Related Agreement such waiver shall not constitute a waiver by Purchaser of any breach by Seller of any of its covenants, representations, or warranties under this Agreement, or (iii) extend the Closing Date until that date which is terminated pursuant ten (10) days after satisfaction of all such conditions precedent, provided however, if Purchaser elects item (iii), Purchaser shall thereafter continue to have the terms thereof as the result of Major Damageright to elect item (i) or (ii) above. Notwithstanding anything to the contrary in this Agreementforegoing, in the event Purchaser elects to extend the sale of Closing Date pursuant to item (iii) above, Seller shall use its best efforts to satisfy all unsatisfied conditions precedent to Closing; provided however, in the Property as contemplated hereunder event that despite such effort Seller fails to satisfy all unsatisfied conditions precedent to Closing on that date which is not consummated solely due to sixty (60) days after the failure of original Closing Date, then Purchaser shall, within ten (10) days after the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing expiration of such circumstance and is not in default under this Agreementsixty (60) day period, elect item (i) or (ii) above by written notice given to Seller. In the event Purchaser fails to provide said notice within such ten (10) day period, Purchaser shall be entitled, as its sole remedy, deemed to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementelected item (i).

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser and UniTek to consummate the transaction contemplated close hereunder shall be subject to the fulfillment on and satisfaction, prior to or before at the Closing Date of each Closing, of the following conditions, any conditions or all of which may be waived the written waiver or deferral thereof (other than Section 7.1.3 hereof) by Purchaser in its sole discretionPurchaser: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the 7.1.1. The representations and warranties of Seller contained Sellers in this Agreement the Transaction Documents shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall have performed on and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date;. (d) 7.1.2. Each Seller shall have paid off or caused executed and delivered the Transaction Documents to which it is a party, and each of the agreements and covenants of Sellers to be removed performed under the Transaction Documents at or prior to the Closing Date shall have been duly performed in all material respects. 7.1.3. No injunction or restraining order shall be in effect or shall have been instituted or threatened to forbid or enjoin the consummation of the transactions contemplated by the Transaction Documents and no federal, state, provincial, county, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation hereof. 7.1.4. There shall have been no damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Business or the Assets. 7.1.5. All necessary filings with, and all approvals, consents, Permits or waivers from, any Monetary Liens Governmental Entity or arranged any other third Person, that are necessary for the payoff or removal consummation of the same concurrent with transactions contemplated by this Agreement and in order to enable Purchaser to conduct after the Closing pursuant Date the Business in a manner substantially similar to Section 4.8;the Business as conducted by LLC Seller prior to the Closing Date shall have been made or obtained, as applicable, and delivered to Purchaser in form and substance satisfactory to Purchaser. (e) 7.1.6. Purchaser shall have received copies of resolutions duly adopted by the Title Company shall be irrevocably committed, upon payment Member authorizing and approving the execution and delivery of each of the applicable Title Policy premiumTransaction Documents and the consummation of the transactions contemplated hereby and thereby. 7.1.7. Purchaser shall have received the Bills of Sale, endorsements, Assignments, drafts, checks, motor vehicle titles and other documents of transfer, conveyance and assignment valid to issue transfer all right, title and interest in and to the Assets to Purchaser and to vest in Purchaser good and marketable title to the Assets, in form and substance satisfactory to Purchaser. 7.1.8. Purchaser shall have received all books of account, records, leases, contracts, agreements, correspondence and other documents of Sellers that pertain to the Business and the Assets. 7.1.9. Each of the Sellers and each of Messrs. Kxxxxxx Xxxxxx, Nxxxxx Xxxxxx and Bxx Xxxxxx shall have executed non-competition and non-solicitation agreements with Purchaser in the form attached hereto as Exhibit F. 7.1.10. All security interests and any other liens or encumbrances on the Assets shall have been released. 7.1.11. On or before the Closing Date, the customers of LLC Seller listed on Schedule 7.1.11 shall have either entered into new agreements or other arrangements with Purchaser in form satisfactory to Purchaser, at or consented to an assignment to Purchaser by LLC Seller of the existing agreements between such customers and LLC Seller. 7.1.12. If requested to do so by Purchaser’s expense, the Title Policy Sellers shall, within a reasonable time following Closing, deliver to Purchasers a hard copy of substantially all data existing in or LLC Seller’ computer software programs, including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunderdata related to accounts receivable, accounts payable, inventory, furniture, fixtures and equipment, equipment leases, real property leases, personnel, payroll, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant all other data relating to the terms thereof as Assets and the result of Major DamageBusiness; provided, however, this Section shall not require Sellers to deliver any data that is subject to attorney-client privilege. 7.1.13. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitledsatisfied with the results of its legal, as accounting and business due diligence investigations of the Sellers, the Assets and the Business, in its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementdiscretion.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder hereby shall be subject to the fulfillment on satisfaction at or before prior to the Closing Date of each all of the following conditions, conditions precedent (any or all of which may be waived waived, in whole or in part, by Purchaser in its sole discretion:): (a) Seller shall have delivered to Purchaser all No preliminary or permanent injunction or other order issued by a court of the items required to be delivered to Purchaser pursuant competent jurisdiction or by any other Governmental Entity, nor any Governmental Rule enacted or promulgated subsequent to the terms date of this Agreement, including but not limited to, which prohibits the items provided for consummation of the transactions contemplated hereby shall be in Section 4.6;effect. (b) all Each of the Equipment Owners shall have performed in all material respects their respective obligations pursuant to this Agreement required to be performed by them on or prior to the Closing Date. (c) The representations and warranties of Seller each of the Equipment Owners contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time, except as affected by transactions contemplated hereby and except to the extent that any such representation or warranty is made as of a specified date (with appropriate modifications permitted under this Agreement); (c) Seller in which case such representation and warranty shall have performed been true and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller correct as of the Closing Date;such date.) (d) Seller Purchaser shall have paid off or caused to be removed any Monetary Liens or arranged for received a certificate, dated the payoff or removal Closing Date, from each of the same concurrent with Equipment Owners to the Closing pursuant effect that the conditions precedent specified in paragraphs (b) and (c) of this Section 9.2 applicable to Section 4.8;each of the Equipment Owners, respectively, have been satisfied. (e) All audits and investigations of each Licensee, Equipment Owner, the Title Company System, the License and the Purchased Assets undertaken by Purchaser shall be irrevocably committed, upon payment have been completed to the satisfaction of Purchaser. (f) There shall not have occurred any material adverse change in any of the applicable Title Policy premiumLicenses, the Systems or the Purchased Assets. (g) All Liens and indebtedness with respect to issue the Licenses, the Systems and the Purchased Assets shall have been released. (h) There shall have been received all of the waivers, consents and approvals set forth on Schedule 4.14 attached hereto, without the addition of any condition or requirement which could have a material adverse effect on any of the Licenses, the Systems or the Purchased Assets, would increase the cost of operation thereof or increase the Purchase Price. (i) The FCC shall have granted its consent to the assignment of the Licenses to Purchaser, at without the addition of any condition or requirement which could have a material adverse effect on the Licenses, increase the cost of operation of the Purchased Assets or the System or increase the Purchase Price, and such grant shall have become a Final Order. (j) The following shall have been delivered to Purchaser’s expense: (i) one or more bills of sale conveying to Purchaser the Licenses, and all of the Title Policy including an ALTA 15-06 endorsement Purchased Assets, free and clear of any and all Liens; (non-imputation – full equity transfer)ii) evidence of the assignment of all leases and other agreements identified on Schedule 2.4 to the Disclosure Letter; (iii) copies of all equipment manuals and material maintenance records associated with the Purchased Assets; and (fiv) the closing date under the Related Agreements shall be the same as the Closing Date hereundersuch other documents, assignments, bills of sale, instruments of conveyance, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant certificates of officers as may be reasonably required by Purchaser to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with consummate this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementtransaction contemplated herein.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment satisfaction (or to the extent permitted by Law, written waiver by Purchaser), on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (bi) all of the representations and warranties made by Seller set forth in Article II and Article III, (in each case, other than the Fundamental Representations) shall be true and correct in all respects as of Seller contained the Closing as though made on and as of the Closing, except (A) that representations and warranties that are made as of a specified date need be true and correct in this Agreement all respects only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect and (ii) the representations and warranties set forth in Section 2.1 (Organization and Qualification and Capitalization of Company), Section 2.4 (Brokers), Section 3.1 (Organization of Seller), Section 3.2 (Authorization and Validity of Agreement), and Section 3.5 (Brokers) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such date; (b) Seller shall not have breached in a manner that is material with appropriate modifications permitted respect to the transactions contemplated by this Agreement, taken as a whole, the covenants required to be performed or complied with by Seller under this Agreement)Agreement at or prior to Closing; (c) Seller Purchaser shall have performed received on and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Datea certificate of an authorized officer of Seller confirming that (i) the conditions set forth in Sections 7.2(a) and 7.2(b) applicable to Seller have been satisfied; and (ii) the conditions to (A) the Closing Date set forth in the Plan and (B) the Restructuring set forth in the Plan, in each case, shall have been satisfied (or waived with the Consent of Purchaser) in accordance with the Plan; (d) Seller Purchaser shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal received on and as of the same concurrent with Closing an Assignment of Equity Interests for each Company substantively in the Closing pursuant to Section 4.8form attached hereto as Exhibit A, executed and delivered by Seller and New England Radiation Therapy Management Services, Inc.; (e) the Title Company Purchaser shall be irrevocably committed, upon payment have received on and as of the applicable Title Policy premiumClosing a Bill of Sale and Assignment and Assumption Agreement substantively in the form attached hereto as Exhibit B, to issue to executed and delivered by Seller and Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) Seller shall have delivered or caused to be delivered to Purchaser the closing date under following items: (i) the Related Agreements shall be consent of all members of the same as the Closing Date hereunderBoard of Managers of RWRT, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof continuation of RWRT as a limited liability company notwithstanding the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment bankruptcy of the applicable Title Policy premiumSeller as a member of RWRT, effective as of a date prior to the end of the 90-day period following June 1, 2023; (ii) the consent of all members of the Board of Managers of SNERCC, effective as of prior to June 1, 2023, to issue an ALTA 15-06 endorsement the continuation of SNERCC as a limited liability company notwithstanding the bankruptcy of the applicable seller as a member of SNERCC, effective as of a date prior to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return end of the Deposit90-day period following June 1, together 2023; (iii) the consent of all members of the Board of Managers of RWRT to the transfer of the applicable seller’s membership interest in RWRT to Purchaser in accordance with reimbursement from Seller for Section 13.1 of the operating agreement of RWRT; (iv) the consent of all members of Purchaserthe Board of Managers of SNERCC to the transfer of the applicable seller’s costs and expenses incurred membership interest in connection SNERCC to Purchaser in accordance with this Agreement Section 13.1 of the operating agreement of SNERCC; (v) the waiver by the non-seller members of RWRT of the right of first refusal set forth in an amount not to exceed $50,000, Section 14 of the operating agreement of RWRT; and (vi) the waiver by the non-seller members of SNERCC of the right of first refusal set forth in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive Section 14 of the termination operating agreement of this AgreementSNERCC.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, conditions (any or all of which may be waived in writing by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (a) Seller shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain, among other things, the terms of this Agreement, including but not limited to, the items provided for described in Section 4.68.2 and no Order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Seller (which service shall comply with Section 8.1(d)); (b) all of the representations and warranties of Seller contained set forth in this Agreement Article V hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (with appropriate modifications permitted under this Agreement)except for such representations and warranties made as of a certain date, which shall be true and correct as of such date as though made on and as of such date) and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (c) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of on or prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated such Closing Date, to the forgoing effect; (d) Except as provided in Section 2.6, all of the Assigned Contracts (unless otherwise expired) set forth in Section 10.3(d) of the Seller Disclosure Schedule, shall (i) be assignable to Purchaser without the consent of the counterparty to such Assigned Contract for such assignment (or such consent shall have paid off or caused been received prior to be removed any Monetary Liens or arranged for the payoff or removal Closing Date) and (ii) have had all of Seller’s monetary breaches and monetary defaults thereunder cured as of the same concurrent Closing Date by payment of the Cure Costs by Seller up to the Cure Cap from the Purchase Price (or creation of reserves therefor) in accordance with the Closing pursuant to Section 4.8Sale Order or otherwise; (e) Seller shall have delivered, or caused to be delivered, to Purchaser all of the Title Company items set forth in Section 4.2; (f) Purchaser shall have obtained all of the permits and licenses necessary for it to acquire and own the Acquired Assets and to conduct the Business immediately after the Closing Date, and all of such permits and licenses shall be irrevocably committed, upon payment in full force and effect; (g) The total amount of the applicable Title Policy premiumCure Costs paid by Seller shall not exceed $5,000,000 in the aggregate; (h) All consents required for the assignment of the Acquired Intellectual Property, to issue to Purchaserwithout any material modification in the terms of any such Acquired Intellectual Property, at Purchaser’s expenseshall have been obtained and shall be in full force and effect; (i) Between the Execution Date and the Closing Date, the Title Policy including an ALTA 15-06 endorsement there shall not have occurred a Regulatory Negative Event; (non-imputation – full equity transferj) The Key Employees shall have accepted their offers (unless waived by Purchaser in accordance herewith); and (fk) Between the closing date under the Related Agreements shall be the same as hereof and the Closing Date hereunderDate, there shall not have occurred and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless be continuing any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, Material Adverse Effect in the event the sale Business of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementAcquired Assets.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, conditions (any or all of which may be waived in writing by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law):‌ (a) Seller shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain, among other things, the terms of this Agreement, including but not limited to, the items provided for described in Section 4.68.2 and no Order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Seller (which service shall comply with Section 8.1(d)); (b) all of the representations and warranties of Seller contained set forth in this Agreement Article V hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (with appropriate modifications permitted under this Agreement);except for such representations and warranties made as of a certain date, which shall be true and correct as of such date as though made on and as of such date) and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect;‌ (c) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of on or prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated such Closing Date, to the forgoing effect; (d) Except as provided in Section 2.6, all of the Assigned Contracts (unless otherwise expired) set forth in Section 10.3(d) of the Seller Disclosure Schedule, shall (i) be assignable to Purchaser without the consent of the counterparty to such Assigned Contract for such assignment (or such consent shall have been received prior to the Closing Date) and (ii) have had all of Seller’s monetary breaches and monetary defaults thereunder cured as of the Closing Date by payment of the Cure Costs by Seller up to the Cure Cap from the Purchase Price (or creation of reserves therefor) in accordance with the Sale Order or otherwise;‌ (e) Seller shall have paid off delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser all of the same concurrent with the Closing pursuant to items set forth in Section 4.84.2; (ef) Purchaser shall have obtained all of the Title Company permits and licenses necessary for it to acquire and own the Acquired Assets and to conduct the Business immediately after the Closing Date, and all of such permits and licenses shall be irrevocably committed, upon payment in full force and effect; (g) The total amount of the applicable Title Policy premiumCure Costs paid by Seller shall not exceed $5,000,000 in the aggregate; (h) All consents required for the assignment of the Acquired Intellectual Property, to issue to Purchaserwithout any material modification in the terms of any such Acquired Intellectual Property, at Purchaser’s expenseshall have been obtained and shall be in full force and effect; (i) Between the Execution Date and the Closing Date, the Title Policy including an ALTA 15-06 endorsement there shall not have occurred a Regulatory Negative Event; (non-imputation – full equity transferj) The Key Employees shall have accepted their offers (unless waived by Purchaser in accordance herewith); and (fk) Between the closing date under the Related Agreements shall be the same as hereof and the Closing Date hereunderDate, there shall not have occurred and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless be continuing any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, Material Adverse Effect in the event the sale Business of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementAcquired Assets.

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate purchase shares of Common Stock or Warrants, as applicable, from the transaction contemplated hereunder Company at each Additional Closing shall be subject to the fulfillment satisfaction (or waiver by Purchaser), on or before prior to the applicable Additional Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller The Additional Closing Company Representations shall be true and correct as of such Additional Closing Date, with the same effect as though such Additional Closing Company Representations had been made on and as of such date (other than any Additional Closing Company Representation that is made by its terms as of a specified date, which shall be true and correct as of such specified date); (b) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement, and each Transaction Agreement to which the Company is or will be a party, to be performed, satisfied or complied with by the Company at or prior to such Additional Closing; (c) there shall have not occurred any Material Adverse Effect since the date of this Agreement; (d) The Company shall have delivered to Purchaser all a certificate duly executed by an executive officer of the items required to be delivered to Purchaser pursuant to the terms of this AgreementCompany, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects dated as of the such Additional Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall have performed and observedDate, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller the form attached hereto as of the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8Exhibit C; (e) the Title The Company shall be irrevocably committedhave delivered to the LOC Bank a Draw Notice and the Letter of Credit shall not have been terminated; (f) The Company shall have delivered a certificate in the name of Purchaser representing the shares of Common Stock or a Warrant, upon payment as applicable, free and clear of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expenseany Liens other than those created or incurred by Purchaser (provided that in lieu of delivering a certificate for such shares, the Title Policy including an ALTA 15Company may cause such shares to be registered in book-06 endorsement (non-imputation – full equity transferentry form by the Company’s transfer agent for Common Stock); and (fg) the closing date under the Related Agreements (i) No Order shall have been entered by or with any Governmental Authority, and no other legal restraint or prohibition shall be in effect, preventing or rendering impossible or illegal the same issuance or sale of Common Stock or Warrant, as applicable, to Purchaser and (ii) there shall be no Claim pending against the Closing Date hereunderCompany, and Purchaser or any Subsidiary of the closing under Company by any Governmental Authority of competent jurisdiction seeking to restrict, prohibit or otherwise prevent the Related Agreements shall occur simultaneously with consummation of the Closing hereunder, unless any Related Agreement is terminated pursuant to transactions provided for herein or rendering impossible or illegal the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the issuance or sale of the Property Common Stock or Warrants, as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premiumapplicable, to issue an ALTA 15-06 endorsement to Purchaser. (i) No Termination Event shall have occurred since the Title Policy, and Purchaser has notified Seller in writing date of such circumstance this Agreement and is not in default under this Agreement, Purchaser continuing and (ii) no event shall be entitled, as its sole remedy, to receive have occurred since the return date of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in and is continuing which, but for the lapse of time or the giving of notice, or both, would constitute an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have Event of Default under the Company’s senior secured first lien term facility (or any obligation under this Agreement except obligations which expressly survive the termination of this Agreementsuccessor debt facility) or senior secured second lien term facility (or any successor debt facility).

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder shall be Closing are subject to the fulfillment satisfaction (or to the extent permitted by Law, written waiver by Purchaser in its sole discretion), on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (bi) all of the representations and warranties made by Sellers in Article III (in each case, other than the Fundamental Representations and other than the representations and warranties set forth in Section 3.4) shall be true and correct in all respects as of Seller contained the Closing Date as though made on and as of the Closing Date, except (A) that representations and warranties that are made as of a specified date need be true and correct in this Agreement all respects only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect and (ii) the representations and warranties set forth in Section 3.1, Section 3.2 and Section 3.8 (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such date; (b) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects as of the Closing Date with appropriate modifications permitted under respect to each parcel of the Acquired Real Property, provided that in the event the foregoing condition is not satisfied as of the Closing Date with respect to any individual parcel of Acquired Real Property, Purchaser’s sole recourse shall be, at Purchaser’s option, to exclude such individual parcel of Acquired Real Property from the Acquired Assets and proceed with the Closing with respect to any other parcels of Acquired Real Property included in the Acquired Assets; provided, further, that (Y) prior to excluding any such parcel, Purchaser shall notify Sellers of the failure of the foregoing condition to be satisfied, together with Purchaser’s basis therefor and supporting evidence thereof, and provide Sellers with reasonable opportunity to cure such failure and (Z) in the event that any individual parcel or parcels of Acquired Real Property are excluded from the Acquired Assets pursuant to the immediately preceding proviso, the Purchase Price shall be reduced by an amount equal to: (i) solely for the purposes of this Agreementproviso and the proviso to Section 8.1(e), that portion of the Purchase Price equal to the product of the percentage set forth for such parcel or parcels on the column titled “% of Total” on Schedule 7.2(b)(i) multiplied by the total Purchase Price (the “Pro Rated Amount”); or (ii) as may otherwise be mutually agreed upon in writing between the Parties; (c) Seller Sellers shall not have performed and observedbreached in a manner that is material with respect to the Transactions, in all material respectstaken as a whole, all the covenants and agreements of this Agreement required to be performed or complied with by Sellers under this Agreement on or prior to Closing; and (d) Purchaser shall have received on and observed by Seller as of the Closing Date a certificate of an authorized officer of Sellers confirming that the conditions set forth Section 2.4 have been satisfied. (e) As of the Closing Date, no right of first refusal relating to any individual parcel or parcels of Acquired Real Property shall have been exercised, and the deadline to exercise any such right of first refusal shall have expired. In the event that the foregoing condition is not satisfied as of the Closing Date; (d) Seller shall have paid off , Purchaser may elect, in its sole and absolute discretion, to exclude such individual parcel or caused parcels of Acquired Real Property from the Acquired Assets and proceed with the Closing, with the Purchase Price to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including reduced by an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated amount determined pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary methodology set forth in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementSection 7.2(b) hereof.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment Diligence Period having expired or been waived in writing by Purchaser and the satisfaction (or to the extent permitted by Law, written waiver by Purchaser in its sole discretion), on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (ai) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained set forth in this Agreement Article III ) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that representations and warranties that are made as of a specified date need be true and correct in all material respects as of such date; (b) Seller shall not have breached in a manner that is material with appropriate modifications permitted respect to the transactions contemplated hereby, taken as a whole, the covenants required to be performed or complied with by Seller under this AgreementAgreement on or prior to Closing (or will have cured any such breach to the extent necessary to satisfy this condition);; 38760-00003/4781767.1 (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement changed its name to be performed and observed by Seller as of a name that does not contain the Closing Dateterms “HyreCar” or any other terms or words that are similar thereto; (d) Seller shall have paid off or caused provided Purchaser with sufficient documentation (to be removed any Monetary Liens or arranged for Purchaser’s reasonable satisfaction) to determine the payoff or removal amount of Open Post-Petition Liabilities, if any, as of the same concurrent Closing, including, without limitation, current A/P runs, a breakdown of payment terms for Critical Vendors, and copies of agreements with the Closing pursuant to Section 4.8Critical Vendors; (e) the Title Company Seller shall have delivered, or caused to be irrevocably committeddelivered, upon payment to Purchaser all of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)items set forth in Section 2.3; and (f) the closing date under the Related Agreements Purchaser shall have received reasonably satisfactory evidence that Seller has made all premium and other payments required to be the same as made by Seller prior to the Closing Date hereunder, and in order to allow Purchaser to continue Seller's current liability insurance coverage after the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.Closing; and

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller Sellers shall have delivered to Purchaser all (i) obtained entry of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain the terms of described in Section 7.3, reasonably reflect the terms set forth in this Agreement, including but not limited to, and be in a form reasonably acceptable to Purchaser) and (ii) provided to Purchaser copies of all affidavits of service of the items provided for in Sale and Bidding Procedures Motion or notice of such motion filed by or on behalf of Sellers (which service shall comply with Section 4.67.2(d)); (b) all of the representations and warranties of Seller contained made by Sellers in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects after giving effect to any such qualification), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (with appropriate modifications permitted under this Agreementother than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (c) Seller Sellers shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of it on or prior to the Closing Date; (d) Seller Sellers shall have paid off delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser, all of the same concurrent with the Closing pursuant to items set forth in Section 4.83.2; (e) Sellers shall have complied with the Title Company shall be irrevocably committed, upon payment of sale process deadlines set forth in the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)Bidding Procedures Order; and (f) the closing date under the Related Agreements Sellers shall have delivered such other documents, agreements and instruments as may be the same required or reasonably requested by Purchaser as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the a result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor any Updating Information; and (g) Purchaser shall have any obligation received binding commitments from certain key employees of Sellers, as determined by Purchaser, to be employed by Purchaser subsequent to Closing, on terms and conditions reasonably acceptable to Sellers; and (h) Purchaser shall have entered into a rail services agreement with the Canada Pacific Railway for servicing the Terminal prior to Closing. (i) Purchaser shall have received a binding commitment from Unimin Corporation to thruput frac sand at the Terminal on terms and conditions that are materially and substantially similar to those that are provided under this Agreement except obligations which expressly survive the termination Terminal Operating Contract by and between Seller and Unimin Corporation dated on or about July 31, 2013, or have received an assignment of this Agreementsaid Terminal Operating Contract.

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate effect the transaction transactions contemplated hereunder by this Agreement shall be subject to the fulfillment on satisfaction or before waiver at or prior to the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: additional conditions precedent: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the The representations and warranties of the Seller Parties contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date (without giving any effect to any materiality or Material Adverse Effect qualifications contained therein), except for changes permitted by this Agreement and except for those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates (without giving any effect to any materiality or Material Adverse Effect qualifications contained therein), except where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect; (b) All of the covenants and agreements to be complied with appropriate modifications permitted under this Agreement); (c) or performed by the Seller Parties on or prior to the Closing Date shall have been complied with or performed and observed, in all material respects; (c) Purchaser shall have received each of the certificates, agreements, instruments and other documents set forth in Section 4.2 hereof; (d) Except as set forth on Schedule 3.2(d), all covenants and agreements Liens (except Permitted Liens) on the stock or assets of the Foreign Subsidiaries shall have been discharged (including for this purpose any Liens of the Bank Agent) by each Foreign Subsidiary, as appropriate, or by the Person in whose favor such Liens exist, at no expense to Purchaser; provided that, for purposes of this Agreement to condition, Liens the existence of which would not have a Material Adverse Effect shall be performed disregarded; and observed by Seller 10 <PAGE> (e) Since the date hereof, no Material Adverse Effect shall have occurred. If the Closing occurs, all closing conditions set forth in this Section 3.2 which have not been fully satisfied as of the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, deemed to issue to have been fully waived by Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, conditions (any or all of which may be waived in writing by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (a) Seller shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain, among other things, the terms of this Agreement, including but not limited to, the items provided for described in Section 4.68.2 and no Order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Seller (which service shall comply with Section 8.1(d)); (b) all of the representations and warranties of Seller contained set forth in this Agreement Article V hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (with appropriate modifications permitted under this Agreement)except for such representations and warranties made as of a certain date, which shall be true and correct as of such date as though made on and as of such date) and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (c) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of on or prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated such Closing Date, to the forgoing effect; (d) Except as provided in Section 2.6, all of the Assigned Contracts (unless otherwise expired) set forth in Section 10.3(d) of the Seller Disclosure Schedule, shall (i) be assignable to Purchaser without the consent of the counterparty to such Assigned Contract for such assignment (or such consent shall have paid off or caused been received prior to be removed any Monetary Liens or arranged for the payoff or removal Closing Date) and (ii) have had all of Seller’s monetary breaches and monetary defaults thereunder cured as of the same concurrent Closing Date by payment of the Cure Costs by Seller up to the Cure Cap from the Purchase Price (or creation of reserves therefor) in accordance with the Closing pursuant to Section 4.8Sale Order or otherwise; (e) Seller shall have delivered, or caused to be delivered, to Purchaser all of the Title Company items set forth in Section 4.2; (f) Purchaser shall have obtained all of the permits and licenses necessary for it to acquire and own the Acquired Assets and to conduct the Business immediately after the Closing Date, and all of such permits and licenses shall be irrevocably committed, upon payment in full force and effect; (g) The total amount of the applicable Title Policy premiumCure Costs paid by Seller shall not exceed $5,000,000 in the aggregate; (h) All consents required for the assignment of the Acquired Intellectual Property (other than any consents required by AstraZeneca AB (publ), to issue to Purchaserwhich are specifically waived) without any material modification in the terms of any such Acquired Intellectual Property, at Purchaser’s expenseshall have been obtained and shall be in full force and effect; (i) Between the Execution Date and the Closing Date, the Title Policy including an ALTA 15-06 endorsement there shall not have occurred a Regulatory Negative Event; (non-imputation – full equity transferj) The Key Employees shall have accepted their offers (unless waived by Purchaser in accordance herewith); and (fk) Between the closing date under the Related Agreements shall be the same as hereof and the Closing Date hereunderDate, there shall not have occurred and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless be continuing any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, Material Adverse Effect in the event the sale Business of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementAcquired Assets.

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate the transaction transactions contemplated hereunder by this Agreement shall be subject to the fulfillment on and satisfaction prior to or before the simultaneously with Closing Date of each all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for described in Section 4.65.2 hereof; (b) all All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (and with appropriate modifications permitted under this Agreementrespect to Section 6.1(b) only, as if made without limitation or qualification as to Seller’s knowledge); (c) As of the Closing Date, Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller; (d) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; (e) No Tenant shall be in monetary default under the terms of its Lease beyond the expiration of any applicable cure period provided in its Lease as of the Closing Date; (df) Seller T-Mobile shall not have filed for protection under the United States Bankruptcy Code, nor had involuntary bankruptcy proceedings commenced against it which have not been dismissed. (g) The conditions set forth in Article IV and any other condition set forth in this Agreement to Purchaser’s obligation to close shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of been satisfied by the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)date and time; and (fh) Between the closing date under the Related Agreements shall be the same as Effective Date and the Closing Date hereunderDate, and no “hazardous substances”, as that term is defined in the closing under Environmental Laws, nor any other pollutants, toxic materials, or contaminants shall have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Related Agreements shall occur simultaneously with Property. If any of the foregoing conditions has not been satisfied as of the Closing hereunderDate, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this AgreementPurchaser may, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with discretion: (i) terminate this Agreement in an amount not by delivering written notice to exceed $50,000Seller on or before the Closing Date, in which event this Agreement the Deposit shall be terminated returned to Purchaser; or (ii) elect to close, notwithstanding the non-satisfaction of such condition, and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination therefore waive satisfaction of this Agreementsuch condition.

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate effect the transaction transactions contemplated hereunder by this Agreement shall be subject to the fulfillment on satisfaction or before waiver at or prior to the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretionadditional conditions precedent: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the The representations and warranties of the Seller Parties contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date (without giving any effect to any materiality or Material Adverse Effect qualifications contained therein), except for changes permitted by this Agreement and except for those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates (without giving any effect to any materiality or Material Adverse Effect qualifications contained therein), except where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect; (b) All of the covenants and agreements to be complied with appropriate modifications permitted under this Agreement)or performed by the Seller Parties on or prior to the Closing Date shall have been complied with or performed in all material respects; (c) Seller Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as received each of the Closing Datecertificates, agreements, instruments and other documents set forth in Section 4.2 hereof; (d) Seller Except as set forth on Schedule 3.2(d), all Liens (except Permitted Liens) on the stock or assets of the Foreign Subsidiaries shall have paid off or caused to be removed been discharged (including for this purpose any Monetary Liens or arranged for the payoff or removal of the same concurrent with Bank Agent) by each Foreign Subsidiary, as appropriate, or by the Closing pursuant Person in whose favor such Liens exist, at no expense to Section 4.8;Purchaser; provided that, for purposes of this condition, Liens the existence of which would not have a Material Adverse Effect shall be disregarded; and (e) Since the Title Company date hereof, no Material Adverse Effect shall have occurred. If the Closing occurs, all closing conditions set forth in this Section 3.2 which have not been fully satisfied as of the Closing shall be irrevocably committed, upon payment of the applicable Title Policy premium, deemed to issue to have been fully waived by Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction contemplated hereunder shall be Closing are subject to the fulfillment on satisfaction (or before to the Closing Date extent permitted by Law, written waiver by Purchaser in its sole discretion), at the Closing, of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller the Bankruptcy Court shall have delivered entered the Sale Order by October 31, 2024, which and shall be (i) in full force and effect, (ii) not subject to Purchaser all of appeal, and (iii) neither modified nor vacated since the items required to be delivered to Purchaser pursuant to the terms date of this Agreement, including but not limited to, the items provided for in Section 4.6; (bi) all of the representations and warranties of made by Sellers in Article III (in each case, other than the Seller contained Fundamental Representations), disregarding for these purposes any excepting in this Agreement such representations and warranties relating to materiality or a Material Adverse Effect, shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except (with appropriate modifications permitted under this A) for those representations and warranties which address matters only as of an earlier date in which case such representation or warranty shall have been true and correct as of such earlier date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates would not reasonably be expected to have a Material Adverse Effect and (ii) the representations and warranties set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authorization of Agreement), Section 3.3 (Conflicts; Consents), and Section 3.14 (Brokers) (collectively, the “Seller Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date in which case such representation or warranty shall have been true and correct as of such earlier date); (c) Seller none of the Chapter 11 Cases shall have performed and observed, in all material respects, all covenants and agreements of this Agreement been converted to be performed and observed by Seller as a case under Chapter 7 of the Closing DateBankruptcy Code nor shall a trustee or examiner with expanded powers have been appointed with respect to the Sellers; (d) Seller the Chapter 11 Cases shall not have been dismissed; (i) the DIP Facility lenders shall have paid off not acquired all or a material part of the Acquired Assets as a result of the exercise of remedies under the DIP Facility and (ii) the DIP Facility shall not have been terminated; (f) Sellers shall have performed and complied in all material respects with the covenants required to be performed or complied with by Sellers under this Agreement on or prior to the Closing Date prior to the Closing Date; and (g) Sellers shall have delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser all of the same concurrent with the Closing pursuant to Acquired Assets as well as those items set forth in Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement2.3.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder hereby shall be subject to the fulfillment on satisfaction at or before prior to the Closing Date of each all of the following conditions, conditions precedent (any or all of which may be waived waived, in whole or in part, by Purchaser in its sole discretion:): (a) Seller shall have delivered to Purchaser all No preliminary or permanent injunction or other order issued by a court of the items required to be delivered to Purchaser pursuant competent jurisdiction or by any other Governmental Entity, nor any Governmental Rule enacted or promulgated subsequent to the terms date of this Agreement, including but not limited to, which prohibits the items provided for consummation of the transactions contemplated hereby shall be in Section 4.6;effect. (b) all Each of the Equipment Owner and License Owner shall have performed in all material respects their respective obligations pursuant to this Agreement required to be performed by them on or prior to the Closing Date. (c) The representations and warranties of Seller each of the Equipment Owner and License Owner contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time, except as affected by transactions contemplated hereby and except to the extent that any such representation or warranty is made as of a specified date (with appropriate modifications permitted under this Agreement); (c) Seller in which case such representation and warranty shall have performed been true and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller correct as of the Closing Date;such date). (d) Seller Purchaser shall have paid off or caused to be removed any Monetary Liens or arranged for received a certificate, dated the payoff or removal Closing Date, from each of the same concurrent with Equipment Owner and the Closing pursuant License Owner to the effect that the conditions precedent specified in paragraphs (b) and (c) of this Section 4.8;9.3 applicable to each of the Equipment Owner and License Owner, respectively, have been satisfied. (e) the Title Company shall be irrevocably committed, upon payment All audits and investigations of each of the applicable Title Policy premiumEquipment Owner, the License Owner, the Licenses, the Systems, and the Purchased Assets undertaken by Purchaser shall have been completed to issue the satisfaction of Purchaser. (f) There shall not have occurred any material adverse change in any of the Licenses, the Systems or the Purchased Assets. (g) All Liens and indebtedness with respect to the Licenses, the Systems and the Purchased Assets shall have been released. (h) There shall have been received all of the waivers, consents and approvals set forth on Schedule 4.14 attached hereto, without the addition of any condition or requirement which could have a material adverse effect on any of the Licenses, the Systems or the Purchased Assets, would increase the cost of operation thereof or increase the Purchase Price. (i) The FCC shall have granted its consent to the assignment of the Licenses to Purchaser, at without the addition of any condition or requirement which could have a material adverse effect on the Licenses, increase the cost of operation of the Purchased Assets or the Systems or increase the Purchase Price, and such grant shall have become a Final Order. (j) The following shall have been delivered to Purchaser’s expense: (i) one or more bills of sale conveying to Purchaser the Licenses, the Title Policy including an ALTA 15-06 endorsement Systems and all of the Purchased Assets, free and clear of any and all Liens; (non-imputation – full equity transfer)ii) evidence of the assignment of all leases and other agreements identified on Schedule 2.4 to the Disclosure Letter; (iii) copies of all equipment manuals and material maintenance records associated with the Purchased Assets; and (fiv) the closing date under the Related Agreements shall be the same as the Closing Date hereundersuch other documents, assignments, bills of sale, instruments of conveyance, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant certificates of officers as may be reasonably required by Purchaser to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with consummate this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementtransaction contemplated herein.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain the terms of this Agreement, including but not limited to, the items provided for described in Section 4.67.3, and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Seller (which service shall comply with Section 7.2(d)); (b) all of the representations and warranties of made by Seller contained in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects after giving effect to any such qualification), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (with appropriate modifications permitted under this Agreementother than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (c) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of it on or prior to the Closing Date; (d) Seller shall have paid off delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser, all of the same concurrent with the Closing pursuant to items set forth in Section 4.83.2; (e) Seller shall have complied with the Title Company sale process deadlines set forth in the Bidding Procedures Order; (f) Seller shall have delivered such other documents, agreements and instruments as may be required or reasonably requested by Purchaser as a result of any Updating Information; (g) There shall have been no Material Adverse Effect; (h) Seller shall have delivered an updated Phase 1 Environmental Site Assessment for the York Plant, dated no later than ten days prior to the Sale Hearing; (i) Purchaser and by Abengoa Bioenergy New Technologies, LLC, or its successor in interest to the ownership of the Pilot Plant (“ABNT”), shall have entered into one or more agreements containing the terms and provisions set forth on Exhibit G to this Agreement and such other terms and conditions as shall be irrevocably committed, upon payment of the applicable Title Policy premium, mutually agreeable to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)them; and (fj) Purchaser or its Affiliate shall (i) have been approved by the Bankruptcy Court as the successful bidder pursuant to the Bidding Procedures Order for one or more of the Seller’s or its Affiliate’s other facilities located in (x) Mt. Xxxxxx, IN; (y) Madison, IL; or (z) Ravenna, NE; and (ii) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser other facility shall have any obligation under this Agreement except obligations which expressly survive occurred prior to or concurrent with the termination of this AgreementClosing.

Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate effect the transaction transactions contemplated hereunder by this Agreement shall be subject to the fulfillment on satisfaction or before waiver at or prior to the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: additional conditions precedent: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller Sellers and/or the Designated Entities contained in this Agreement qualified by Material Adverse Effect shall be true and correct in all material respects without further qualification as of the Closing Date as if made on such date (except for representations and warranties that relate to a specific date), and all representations and warranties of Sellers and/or the Designated Entities contained in this Agreement that are not so qualified shall be true and correct with appropriate modifications permitted under this Agreement); only such exceptions as, individually or in the aggregate, do not constitute and would not be reasonably expected to constitute a Material Adverse Effect; (cb) each Seller shall have performed and observed, in all material respects, all respects its covenants and agreements of obligations under this Agreement required to be performed by such Seller at or prior to the Closing Date with only such exceptions as, individually or in the aggregate, do not constitute and observed by Seller would not reasonably be expected to constitute a Material Adverse Effect; (c) Purchaser shall have received a certificate, in form and substance to the reasonable satisfaction of Purchaser, dated as of the Closing Date; , executed on behalf of Sellers by an authorized executive officer of Bridge, certifying in such detail as Purchaser may reasonably request, that the conditions in Section 3.1 hereof and this Section 3.3 have been fulfilled; (d) Seller Purchaser and Savvis shall have paid off or caused entered into a binding letter agreement setting forth the terms and conditions of a network services agreement between Purchaser and Savvis to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with in effect immediately following the Closing pursuant to Section 4.8; (ethe “NSA Letter Agreement”) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunderor a definitive network services agreement based thereon, and the closing under the Related Agreements NSA Letter Agreement or a definitive network services agreement based thereon shall occur simultaneously with be in full force and effect at the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof (other than as the a result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale insolvency or any bankruptcy filing of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.Savvis); 12

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction Transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller Purchaser shall have acquired from Zions the Pre-Petition Financing Obligations and related Encumbrances pursuant to the Zions Note Purchase Agreement (b) The Bankruptcy Court shall have entered the Settlement Order approving settlement agreements substantially in the form of Exhibit “2” hereof (collectively, the “Settlement Agreements” and each a “Settlement Agreement”). (c) Sellers shall have filed the TTB Claim Objection to the TTB Claim as set forth in Section 9.21 hereof. (d) Sellers shall have delivered to Purchaser all (i) a file-stamped copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain the terms of this Agreement, including but not limited to, the items provided for described in Section 4.68.3 hereof) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Sellers (which service shall comply with Section 8.2(d) hereof); (be) all of the representations and warranties of made by each Seller contained in this Agreement or in any Ancillary Document shall be true and correct in all material respects respects, in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (with appropriate modifications permitted under this Agreementother than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations or warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sellers’ ability to consummate the Transactions contemplated hereby; (cf) Seller Sellers shall have performed and observed, complied in all material respectsrespects with all obligations, all covenants and agreements of required in this Agreement to be performed and observed or complied with by Seller as of them on or prior to the Closing Date; (dg) Seller Sellers shall have paid off delivered, or caused to be removed any Monetary Liens or arranged for the payoff or removal delivered, to Purchaser, all of the same concurrent with the Closing pursuant to items set forth in Section 4.84.2 hereof; (eh) No Material Adverse Effect shall have occurred between the Title Company shall be irrevocably committed, upon payment of Agreement Date and the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer)Closing Date; and (fi) Sellers shall have complied with the closing date under the Related Agreements shall be the same as sale process deadlines set forth in Section 8.2 hereof, such that the Closing Date hereunder, and may occur by the closing under the Related Agreements shall occur simultaneously with the Outside Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementDate.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction transactions contemplated hereunder shall be by this Agreement are subject to the fulfillment fulfillment, on or before prior to the Closing Date Date, of each of the following conditions, any or all of which may be waived in writing by Purchaser Purchaser, in its sole discretion: (a) Seller Sellers shall have delivered to Purchaser all (i) a certified copy of the items required to be delivered to Purchaser pursuant to Sale Order (which shall contain the terms of this Agreement, including but not limited to, the items provided for described in Section 4.67.3) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Sellers (which service shall comply with Section 7.2(d)); (b) all of the representations and warranties of Seller contained made by Sellers in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects after giving effect to any such qualification), in each case, as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (with appropriate modifications permitted under this Agreementother than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (c) Seller Sellers shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement to be performed and observed or complied with by Seller as of them on or prior to the Closing Date; (d) Seller shall each consent, approval, assignment or waiver of any third party identified on Schedule 9.3(d) shall, in each case, (i) have paid off been obtained and delivered to Purchaser, (ii) be in form and substance reasonably satisfactory to Purchaser, (iii) not be subject to the satisfaction of any condition that has not been satisfied or caused to waived and (iv) be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8in full force and effect; (e) the Title Company Sellers shall have delivered, or caused to be irrevocably committeddelivered, upon payment of the applicable Title Policy premium, to issue to Purchaser, at all of the items set forth in Section 3.2; (f) any Permits necessary for the Company to perform its obligations under this Agreement and to consummate the transactions contemplated herein and necessary to operate the Business shall have been transferred to Purchaser (to the extent transferrable) or obtained on behalf of Purchaser’s expense; (g) all consents, approvals and actions of, and filings with any Governmental Body necessary to permit the Title Policy including an ALTA 15-06 endorsement Company to perform their obligations under this Agreement and to consummate the transactions contemplated herein shall have been duly obtained, made or given; (non-imputation – full equity transfer)h) the Company CBAs shall have been modified, amended or supplemented in form and substance satisfactory to Purchaser, in its sole discretion; provided, however, that Purchaser shall not be permitted to terminate this Agreement pursuant to Section 3.4 as a result of failure to modified, amended or supplemented the Company CBAs in form and substance satisfactory to Purchaser, in its sole discretion; (i) Sellers shall have complied with the sale process set forth in the Bidding Procedures Order; and (fj) since the closing date under the Related Agreements Agreement Date, there shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreementbeen a Material Adverse Effect.

Conditions Precedent to the Obligations of Purchaser. The obligation obligations of Purchaser to consummate effect the transaction transactions contemplated hereunder shall be herein are further subject to the fulfillment on satisfaction at or before prior to the Closing Date of each of the following conditions, any or all of which may be unless waived by Purchaser in its sole discretionwriting: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the The representations and warranties of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement, and shall also be true and correct (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except if and to the extent any failures to be true and correct would not have a material adverse effect on the Business. (with appropriate modifications permitted under b) From the date of this Agreement through the Closing Date, Seller shall not have suffered any change that has had a net effect greater than Fifty Thousand Dollars ($50,000.00) on the Business, or the financial condition, assets, liabilities or earnings of Seller (a "Material Adverse Change") in the Business or the assets, operations or financial condition of Seller (other than changes relating to the transactions contemplated by this Agreement);. (c) Seller shall have performed all obligations and observed, in all material respects, all covenants and agreements of this Agreement conditions required to be performed and observed by Seller as of it under this Agreement at or prior to the Closing Date;. (d) Seller shall have paid off furnished Purchaser with copies of resolutions duly adopted by its Boards of Directors approving the execution and delivery of this Agreement and all other necessary or caused proper corporate action to enable them to comply with the terms of this Agreement, such resolutions to be removed any Monetary Liens certified by the Secretary or arranged for the payoff or removal Assistant Secretary of the same concurrent with the Closing pursuant to Section 4.8;Seller. (e) the Title Company No event of default by Seller shall have occurred and be irrevocably committed, upon payment continuing with respect to any of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same Assumed Liabilities as of the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this AgreementDate.