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

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, subject to any changes permitted pursuant to this Agreement. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer Seller shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Buyer under SECTION 7.1subsection 6.1(a). (e) The Seller shall have received evidence that the Franchise Agreement has been terminatedPurchase Price in accordance with subsection 2.2(a) and all other amounts due to the Seller from the Buyer hereunder. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of The Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, have received evidence that (i) Franchisor has consented to the closing date under transfer of the Related Agreements shall be franchise rights associated with the same as the Closing Date under this Franchise Agreement in accordance with subsection 4.5(a), and (ii) the closing Seller and any affiliates thereof have been released by Franchisor pursuant to such release as contemplated by the Franchise Agreement. (g) Manager shall have agreed to the termination of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.Management Agreement without any termination fee, the closing in this Agreement penalty or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived damages being payable by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaits affiliates.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller Sellers to consummate the transfer of the Asset as contemplated by this Agreement on complete the Closing Date is hereunder are, at SSH Finland’s option, subject to the satisfaction (or waiver by the Seller) as of the Closing each of the following conditions: (a) Each of the All representations and warranties made by of the Buyer Parent contained in this Agreement that are not qualified with any “material” or “material adverse effect” qualifiers shall be true and correct in all material respects when made and on and as of and at the Closing Date with the same effect as though such if said representations and warranties were had been made on and as of the Closing, and all said representations and warranties shall have been made by, and shall be true in all material respects as to, the other Buyers. All representations and warranties of the Parent contained in this Agreement that are qualified with any “material” or “material adverse effect” qualifiers shall be true in all respects as of and at the Closing Datewith the same effect as if said representations and warranties had been made on and as of the Closing, and all said representations and warranties shall have been made by, and shall be true in all respects as to, the other Buyers. (b) The Buyer Buyers shall have performed or and complied in all material respects with each obligation all agreements, terms and covenant conditions required by this Agreement to be performed or and complied with by the Buyer Buyers on or before the Closing. (c) No order or injunction The Buyers shall have delivered to the Sellers copies of any court or administrative agency of competent jurisdiction nor any statute(i) all Governmental Approvals listed on Schedule 3.2.3, ruleif any, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any and (ii) all other transaction contemplated herebyConsents listed on Schedule 3.2.3, if any. (d) The Buyer This Agreement and the transactions contemplated herein shall have made (been approved by the requisite vote or caused to have been made) all action of the deliveries required to be made by directors of each of the Buyer Buyers under SECTION 7.1Applicable Law and such Buyer’s Governing Documents. (e) The Seller Buyers shall have received evidence that executed and delivered to Sellers the Franchise License Agreement has been terminatedand the Escrow Agreement. (f) Simultaneously with Counsel to each of the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it Buyers shall be a condition precedent have delivered to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as Sellers a legal opinion dated the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by form attached hereto as Exhibit E (the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the “Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted AgreementLegal Opinions”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement . (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the g) Each Buyer shall have delivered to the right Sellers at the Closing a certificate executed by its President, dated the Closing Date, to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except effect that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise conditions set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaSection 5.2 have been satisfied.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller to consummate the transfer of the Asset as contemplated by under this Agreement on the Closing Date is are subject to the satisfaction following conditions (any of which may be waived in writing in whole or waiver in part by the Seller) as of the Closing of the following conditions:): (a) Each There shall not have been any breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer contained in this Agreement shall be true Agreement, and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of the Closing Datesome other time. (b) The Buyer shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by Buyer. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer on or before the ClosingSeller. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Seller shall be in effect or threatened in writing as have received a certificate dated the date of the Closing which restrains or prohibits and signed by the transfer of Buyer, certifying that the Asset or the consummation of any other transaction contemplated herebyconditions specified in subsections (a) and (b) above have been fulfilled. (d) The Buyer Seller shall have made (or caused to have been made) all received a written opinion of counsel for the Buyer, dated as of the deliveries required to be made by date of Closing, in the Buyer under SECTION 7.1form of Exhibit 16(d) attached hereto. (e) At the Closing, the Seller shall have received the Purchase Price as set forth in Sections 2 and 3 hereof. (f) The Seller shall have received evidence that copies of the Franchise Agreement has been terminated. (f) Simultaneously with minutes and resolutions of the Board of Directors of the Buyer showing the authorization and approval by such Boards of the execution and delivery by the Buyer to the Seller of this Agreement, Agreement and the agreements and instruments provided for herein and of the performance of the obligations of the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) such other instruments and agreements, and evidencing the closing authority of each person executing this Agreement and such other instruments and agreements on behalf of each of them to do so, certified as of a recent date by each Secretary or another officer of the Related Agreements Buyer, as the Seller may reasonably request. (g) The Seller shall take place simultaneously with have received a certificate of incumbency identifying the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease officers and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any directors of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default immediately before Closing. (h) The Seller shall have received all documents required to be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of delivered to the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer Agreement. (or an Affiliate Buyer, as applicablei) the right Delivery to terminate (other than as the result Seller of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all lease of the Related AgreementsAssets, it being the intention of the in form and substance satisfactory to Seller, executed by all parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versathereto.

Conditions Precedent to the Seller’s Obligations. The Sellers’ obligation of the Seller to consummate the transfer of the Asset as transactions contemplated by this Agreement on the Closing Date is hereby shall be subject to the satisfaction (or waiver by the Seller) as fulfillment of the Closing each of the following conditions, any one or more of which may be waived in writing by the Sellers: (a) Each of The Buyer shall have performed in all material respects its obligations under this Agreement required to be performed on or prior to the Closing Date pursuant to the terms hereof; (b) The representations and warranties made by of the Buyer contained in this Agreement that are not qualified by materiality shall be true and correct in all material respects when made respects, and the representations and warranties of the Buyer set forth in this Agreement that are qualified by materiality shall be true and correct, on and as of the Closing Date (irrespective of any notice delivered to the Sellers after the date hereof), and such representations and warranties shall be deemed made as of the Closing Date (other than representations and warranties that are expressly made as of a specified date, which shall be true and correct as of such specified date), with the same force and effect as though such representations and warranties were had been made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.; (c) No order or injunction The Sellers shall have received a certificate of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or an executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as officer of the Buyer, dated the Closing which restrains or prohibits the transfer Date, on behalf of the Asset or Buyer, certifying to the consummation fulfillment of any other transaction contemplated hereby.the conditions set forth in clauses (a) and (b) above; (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller Sellers shall have received evidence that a certificate, dated the Franchise Agreement has been terminated. (f) Simultaneously with Closing Date, duly executed by the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale Secretary of the AssetBuyer, that on behalf of the Buyer, certifying as to: (i) an attached copy of the closing date under resolutions of the Related Agreements shall be Board of Directors of the same as Buyer authorizing and approving the Closing Date under execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; and (ii) the closing incumbency, authority and specimen signature of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any each officer of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under executing this Agreement or any other Related Agreement document or instrument contemplated hereby; (any such agreement being a “Defaulted Agreement”), as applicablee) Any material approvals and consents from Authorities disclosed on Schedule 4.3 and necessary or required to complete the transactions contemplated hereby shall have been obtained, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement approvals and consents shall not be a condition precedent to the Seller’s obligation to close under this Agreement have expired or any other Related Agreement (so long been withdrawn as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaDate.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, subject to any changes permitted pursuant to this Agreement. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer Seller shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Buyer under SECTION 7.1subsection 6.1(a). (e) The Seller shall have received evidence that the Franchise Agreement has been terminatedPurchase Price in accordance with subsection 2.2(a) and all other amounts due to the Seller from the Buyer hereunder. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of The Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, have received evidence that (i) Franchisor has consented to the closing date under transfer of the Related Agreements shall be franchise rights associated with the same as the Closing Date under this Franchise Agreement in accordance with subsection 4.5(a), and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or Seller and any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement affiliates thereof have been met or waived released by Franchisor pursuant to such release as contemplated by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed Franchise Agreement. (g) Manager shall have performed or assignment of lease complied in all material respects with each obligation and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default covenant required by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller Interstate Letter (as defined below) to be performed or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versacomplied with by Manager.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller Sellers to consummate the transfer of the Asset as contemplated by this Agreement to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellerSellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing DateDate (unless such representation or warranty is made on and as of a specific date, in which case it shall be true and correct in all material respects as of such date). (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received a duly executed officer’s certificate from the Buyer certifying as to the matters set forth in clauses (a) and (b) above. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (de) The Sellers shall have received all of the documents required to be delivered by the Buyer under Section 6.1. (f) An amount of cash, escrows and reserves held by Retail Holdings and its subsidiaries which arise out of the properties and assets of Bison Holdings, which amount shall equal $1,087,000 plus an amount equal to the positive difference (or less an amount equal to the negative difference, if applicable), if any, of (i) $2,500,000, which is the amount included in the applicable Bison Holdings approved budget for capital expenditures for the period commencing on May 1, 2013 and ending September 30, 2013, less (ii) the amount actually spent by Bison Holdings on such capital expenditures during such period (collectively, the “Bison Amount”), shall be distributed or contributed, as applicable, to Bison Holdings or its subsidiaries (and no amount of cash, escrows and reserves in excess of the Bison Amount shall be distributed or contributed, as applicable, to Bison Holdings or its subsidiaries). (g) The Sellers shall have received the Cash Consideration and the Share Consideration, if any, in accordance with Section 2.2 and all other amounts due to the Sellers hereunder. (h) All of the Transaction Actions have occurred and been properly authorized. (i) The Buyer shall have made (or caused obtained all Lender Consents, if applicable, other than with respect to have been made) all of the deliveries required Payoff Loans which if not obtained shall result in Buyer causing such Payoff Loans to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close repaid in full on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaClosing.

Conditions Precedent to the Seller’s Obligations. The obligation ------------------------------------------------ obligations of the Seller to consummate at the transfer Closing shall be subject, at the option of the Asset as contemplated by this Agreement on the Closing Date is subject Seller, to the satisfaction (fulfillment or waiver by the Seller) as of the Closing each of the following conditionsconditions at or prior to the Closing, and the Buyer and the Parent shall exert all reasonable efforts to cause each such condition to be so fulfilled: (a) Each of the All representations and warranties made by of the Buyer and the Parent contained herein, or in any document delivered in connection with this Agreement Agreement, shall be true correct and correct complete in all material respects when made and on shall be deemed to have been made again at and as of the Closing Date as though such representations and warranties were made on and as of the Closing DateClosing. (b) The Buyer shall have performed or complied in all material respects with each obligation All agreements and covenant obligations required by this Agreement to be performed or complied with by the Buyer on and the Parent at or before the ClosingClosing shall have been duly performed in all material respects. (c) No order All documents and agreements required to be delivered to the Seller at or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of prior to the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebyshall have been so delivered. (d) The No governmental agency (federal, state, or local) or any other person or entity shall have: (i) objected to or sought to prevent or limit (by notice, legal process or otherwise) the consummation of any of the transfers, payments or other transactions contemplated hereby, (ii) indicated an intention to attempt to set aside any of such transfers, payments or other transactions, whether before or after its consummation, or to cause the Buyer to withhold any payment to the Seller or to divest itself of any of the property acquired, or (iii) asserted that any of such transfers, payments or other transactions are not in compliance with law. All consents, approvals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit the Seller and the Buyer to perform their obligations under this Agreement and to consummate the transactions contemplated hereby shall have been duly obtained, made (or caused to have been made) all of the deliveries required to given and shall be made by the Buyer under SECTION 7.1in full force and effect. (e) The Seller shall have received evidence that the Franchise consent of the Imperial Bank to transfer the Acquired Assets to the Buyer in accordance with the terms of this Agreement has been terminatedfree of all liens and security interests of the Imperial Bank. (f) Simultaneously with There shall be delivered to the execution Seller certificates executed by the President or Vice President of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale and of the AssetParent, that (i) the closing date under the Related Agreements shall be the same dated as of the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.Date, the closing in this Agreement or any Related Agreement will have occurred when all of certifying that the conditions precedent to closing set forth in the applicable agreement paragraphs (a) through (e), inclusive, of this Section 10 have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded)fulfilled. If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.-----------

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement on the Closing Date Transactions is subject to the satisfaction (or waiver by the Seller) as of the Closing of each of the following conditions: (a) Each of the The representations and warranties made by of the Buyer set forth in Article 6 that are qualified by any reference to material adverse effect or other materiality qualifications shall be true and correct on and as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified). All other representations and warranties of the Buyer set forth in Article 6 shall be true and correct in all material respects when made on and on as of the date of this Agreement and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct in all material respects on the date or during the range of dates so specified). (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by the covenants of the Buyer contained in this Agreement required to be performed or complied with by the Buyer on or before prior to the ClosingClosing Date. (c) No order or injunction The Buyer shall have delivered to the Seller a certificate dated the Closing Date and signed by an authorized officer of any court or administrative agency the Buyer stating that each of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be the conditions set forth in effect or threatened in writing Sections 3.3(a) and (b) has been satisfied as of the Closing which restrains or prohibits the transfer Date. The statements contained in such certificate shall be a representation and warranty of the Asset or Buyer which shall survive the consummation of any other transaction contemplated herebyClosing for the period provided in Article 10. (d) The Buyer On the Closing Date, no unfavorable ruling shall have made been issued, and there shall not be pending any Proceeding wherein an unfavorable ruling is likely to be, issued by a Governmental Body that would reasonably be expected to (or caused to have been madei) all prevent consummation of the deliveries required Transactions or (ii) cause any of the Transactions to be made by rescinded following the Buyer under SECTION 7.1Closing. (e) The Seller Buyer shall have received evidence that delivered to the Franchise Agreement has been terminated.Seller the following: (fi) Simultaneously with a certificate of the Secretary of the Buyer, in a form reasonably satisfactory to the Seller, setting forth the resolutions of the Board of Directors or other governing body of the Buyer authorizing the execution of this Agreement, the Buyer Transaction Documents and the taking of any and all actions deemed necessary or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into advisable to consummate the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and Transactions; (ii) a good standing certificate for the closing Buyer issued by the Secretary of the Related Agreements shall take place simultaneously with State of its jurisdiction of organization dated no earlier than fifteen (15) days prior to the Closing hereunder Date; (i.e., iii) the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Escrow Agreement, as applicable, such default shall be deemed a default duly executed by the Buyer and the Affiliate Buyers under this Agreement and all of Escrow Agent; (iv) a letter to the Related Agreements. Notwithstanding Buyer’s transfer agent instructing the foregoingsame to deliver (i) to the Escrow Agent, a stock certificate issued in the event that any name of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement evidencing the Stock Escrow and (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent ii) to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, a stock certificate issued in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and name of the Seller shall be deemed in breach hereof whereupon evidencing Buyer Common Stock representing the number of shares equal to the Stock Purchase Price (adjusted as contemplated above) less the Stock Escrow and (v) Buyer shall have has presented offer letters to the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (Key Employees other than Xxxx Xxxxxxxx and Xxxx Xxxxxxxx offering participation in its employee equity plans as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.described on Exhibit I;

Conditions Precedent to the Seller’s Obligations. The Sellers' and the Company's obligation of the Seller to consummate the transfer of the Asset as transactions contemplated by this Agreement on the Closing Date is hereby shall be subject to the satisfaction (or waiver by the Seller) as fulfillment of the Closing each of the following additional conditions, any one or more of which may be waived in writing by the Seller Representative and the Company: (a) Each of BRS and Newco shall have performed in all material respects its obligations under this Agreement required to be performed on or prior to the Closing Date pursuant to the terms hereof; (b) the representations and warranties made by the Buyer of each of BRS and Newco contained in this Agreement that are not qualified by materiality shall be true and correct in all material respects when made respects, and the representations and warranties of BRS and Newco set forth in this Agreement that are qualified by materiality shall be true and correct, on and as of the Closing Date (irrespective of any notice delivered to the Sellers or the Company after the date hereof) with the same force and effect as though such representations and warranties were had been made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.; (c) No order or injunction the Sellers and the Company shall have received a certificate of any court or administrative agency an officer of competent jurisdiction nor any statuteBRS and Newco, ruledated the Closing Date, regulation or executive order promulgated by any Governmental Authority on behalf of competent jurisdiction shall be in effect or threatened in writing as Newco, certifying to the fulfillment of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby.conditions set forth in clauses (a) and (b) above; (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by Sellers and the Buyer under SECTION 7.1. (e) The Seller Company shall have received evidence that a certificate, dated the Franchise Agreement has been terminated. (f) Simultaneously with the execution Closing Date, duly executed by an officer of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except Newco certifying as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that to: (i) the closing date under attached copy of the Related Agreements shall be resolutions of Newco authorizing and approving the same as execution, delivery and performance of, and the Closing Date under consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; and (ii) the closing incumbency, authority and specimen signature of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all each officer of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under Newco executing this Agreement or any other Related Agreement document or instrument contemplated hereby; (any such agreement being e) the Sellers and the Company shall have received a “Defaulted Agreement”)certificate, dated the Closing Date, duly executed by an authorized person of BRS certifying as applicableto: (i) the attached copy of the resolutions of BRS authorizing and approving the execution, delivery and performance of, and the respective parties thereto fail to close under such Defaulted Agreementconsummation of the transactions contemplated by, thenthis Agreement and any other documents or instruments contemplated hereby, so long as and stating that the Acquisition Threshold is metresolutions thereby certified have not been amended, a closing under such Defaulted Agreement shall not be a condition precedent to modified, revoked or rescinded; and (ii) the Seller’s obligation to close under incumbency, authority and specimen signature of each authorized person of BRS executing this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer document or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause instrument contemplated hereby; (f) the Sellers and the Company shall control)have received from counsel for Newco an opinion dated the Closing Date in the form of Exhibit L; (g) BRS and the Surviving Corporation shall have validly executed and delivered the Securities Holders Agreement referred to in Section 5.8; (h) On or prior to June 30, then any such notice 1998, the Company shall have validly executed and delivered the Compensation Agreement; (i) The Surviving Corporation shall have validly executed and delivered the Employment Agreements; (j) The Surviving Corporation shall have adopted the Stock Option Plan; (k) the Company and the Subsidiaries shall have executed and delivered to terminate under any such agreement the Sellers a Mutual Release and Satisfaction in the form of Exhibit M hereto; and (l) BRS and Newco shall be deemed an election have furnished to terminate this Agreement the Sellers and all the Company evidence reasonably satisfactory to the Seller Representative and the Company that the purchasers of the Related Agreementssenior subordinated notes in the Financing and Newco's and the Surviving Corporation's other lenders (including all bank lenders) have consented to the payment of the Cash Merger Consideration, it being the intention understood that incorporation of the parties that except as otherwise set forth language provided by Sellers prior to the date hereof for inclusion in this clause (f), there the indenture for the senior subordinated notes and the loan agreements with bank lenders to Newco and the Surviving Corporation shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaconstitute conclusively such satisfactory evidence.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller Sellers to consummate the transfer of the Asset as contemplated by perform this Agreement on at the Closing Date is are subject to the satisfaction (following conditions precedent which shall be fully satisfied on or waiver before the Closing, unless waived in writing by the Seller) as of the Closing of the following conditionsSellers' Agent: (a) Each 9.1 All of the representations and warranties made by of the Buyer in this Agreement herein contained shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were if made on and as of the Closing Date (except to the extent that any such representation and warranty, by its terms, relates to a stated date), and the Sellers shall have received a certificate from a duly authorized officer of the Buyer, dated the Closing Date, to such effect. (b) The Buyer shall have performed 9.2 Each of the agreements or complied in all material respects with each obligation and covenant obligations required by this Agreement to be performed or complied with by the Buyer on at or before the ClosingClosing shall have been duly performed or complied with, and the Sellers shall have received a certificate from a duly authorized officer of the Buyer, dated the Closing Date, to such effect. 9.3 No action, suit or proceeding shall have been instituted by a governmental agency or any third party to prohibit or restrain the sale contemplated by this Agreement or otherwise challenge the power and authority of the parties to enter into this Agreement or to carry out their obligations hereunder or the legality or validity of the sale contemplated by this Agreement. 9.4 The Inventory shall have been completed. 9.5 The Buyer shall have furnished the Sellers and the Stockholder with (ca) No order or injunction evidence to the reasonable satisfaction of any court or administrative agency the Sellers' Agent and its counsel with respect to the corporate organization and existence and (b) a copy of competent jurisdiction nor any statutethe resolutions duly adopted by the Board of Directors of the Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, rule, regulation or executive order promulgated certified by any Governmental Authority an officer of competent jurisdiction shall be in effect or threatened in writing the Buyer as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebyDate. (d) 9.6 The Buyer shall have made (or caused a) tendered to the Sellers the cash portion of the Purchase Price and the Preferred Shares, (b) duly executed and delivered to the respective Sellers the Assumption Agreements, and (c) paid in full the HMC Payable, based upon a certificate of Xxxxxx X. Xxxxxxxxxxxx as to its amount as of the Closing Date. 9.7 All conditions to the obligations of the Owners under the Real Property Purchase Agreements shall have been made) satisfied or fulfilled, unless waived in writing by the Sellers' Agent. 9.8 The Sellers shall have received an opinion of Parker, Poe, Xxxxx & Xxxxxxxxx L.L.P., counsel to the Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Sellers and their counsel. 9.9 The form of all of the deliveries required certificates, instruments and documents to be made executed and/or delivered by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation Sellers pursuant to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all legal matters in respect of the Related Agreements. Notwithstanding transactions as herein contemplated shall be reasonably satisfactory to the foregoingSellers and its counsel, in none of whose approval shall be unreasonably withheld or delayed. 9.10 The Sellers' Agent shall have received the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Employment Agreement, then, so long as duly executed by the Acquisition Threshold is met, a closing Buyer. 9.11 All applicable waiting periods under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer HSR Act shall have expired without any indication by the right Antitrust Division or the FTC that either of them intends to terminate this Agreement (and all other Related Agreements) and challenge the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c)transactions contemplated hereby, except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionallyor, if any such challenge or investigation is made or commenced, the conclusion of such challenge or investigation permits the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence transactions contemplated hereby in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versamaterial respects.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller Sellers to consummate the transfer of the Asset as contemplated by this Agreement Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellerSellers) as of the Closing of the following conditions: (a) Each of the The representations and warranties made by of the Buyer set forth in this Agreement shall be true and correct in all material respects when as of the date hereof and as of the Closing Date, as though made and on and as of the Closing Date as though such (except for representations and warranties were made on and as of a specified date, the Closing Date.accuracy of which shall be determined as of that specified date); (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteThe Seller Representative shall have received a certificate, rule, regulation or signed by a senior executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as officer of the Closing which restrains or prohibits Buyer, certifying as to the transfer of the Asset or the consummation of any other transaction contemplated hereby.matters set forth in Section 5.2(a) and Section 5.2(b); (d) The Buyer Seller Representative shall have made received: (or caused to have been madei) all a Xxxx of the deliveries required to be made Sale, Assignment and Assumption Agreement (a “Xxxx of Sale, Assignment and Assumption Agreement”) duly executed by the Buyer under SECTION 7.1.in substantially the form of Exhibit A attached hereto, (ii) the Transition Services Agreement (as defined below) duly executed by the Buyer, (iii) a Trademark and domain name assignment agreement (a “Trademark and Domain Name Assignment Agreement”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto for each applicable Seller for their respective Assigned IP and (iv) a trademark license agreement (a “Trademark License Agreement”) duly executed by the Buyer in substantially the form of Exhibit C; and (e) The Seller Sellers shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously Purchase Price in accordance with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer Section 2.3 and the Affiliate Buyers under this Agreement Estimated Net Payment (if applicable) in accordance with Section 2.4, by wire transfer of immediately available funds to an account or accounts designated by Seller Representative for it and all on behalf of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), and as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller agent for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaSellers.

Conditions Precedent to the Seller’s Obligations. The Sellers' and the Company's obligation of the Seller to consummate the transfer of the Asset as transactions contemplated by this Agreement on the Closing Date is hereby shall be subject to the satisfaction (or waiver by the Seller) as fulfillment of the Closing each of the following additional conditions, any one or more of which may be waived in writing by the Seller Representative and the Company: (a) Each of BRS and Newco shall have performed in all material respects its obligations under this Agreement required to be performed on or prior to the Closing Date pursuant to the terms hereof; (b) the representations and warranties made by the Buyer of each of BRS and Newco contained in this Agreement that are not qualified by materiality shall be true and correct in all material respects when made respects, and the representations and warranties of BRS and Newco set forth in this Agreement that are qualified by materiality shall be true and correct, on and as of the Closing Date (irrespective of any notice delivered to the Sellers or the Company after the date hereof) with the same force and effect as though such representations and warranties were had been made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.; (c) No order or injunction the Sellers and the Company shall have received a certificate of any court or administrative agency an officer of competent jurisdiction nor any statuteBRS and Newco, ruledated the Closing Date, regulation or executive order promulgated by any Governmental Authority on behalf of competent jurisdiction shall be in effect or threatened in writing as Newco, certifying to the fulfillment of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby.conditions set forth in clauses (a) and (b) above; (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by Sellers and the Buyer under SECTION 7.1. (e) The Seller Company shall have received evidence that a certificate, dated the Franchise Agreement has been terminated. (f) Simultaneously with the execution Closing Date, duly executed by an officer of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except Newco certifying as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that to: (i) the closing date under attached copy of the Related Agreements shall be resolutions of Newco authorizing and approving the same as execution, delivery and performance of, and the Closing Date under consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; and (ii) the closing incumbency, authority and specimen signature of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all each officer of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under Newco executing this Agreement or any other Related Agreement document or instrument contemplated hereby; (any such agreement being e) the Sellers and the Company shall have received a “Defaulted Agreement”)certificate, dated the Closing Date, duly executed by an authorized person of BRS certifying as applicableto: (i) the attached copy of the resolutions of BRS authorizing and approving the execution, delivery and performance of, and the respective parties thereto fail to close under such Defaulted Agreementconsummation of the transactions contemplated by, thenthis Agreement and any other documents or instruments contemplated hereby, so long as and stating that the Acquisition Threshold is metresolutions thereby certified have not been amended, a closing under such Defaulted Agreement shall not be a condition precedent to modified, revoked or rescinded; and (ii) the Seller’s obligation to close under incumbency, authority and specimen signature of each authorized person of BRS executing this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer document or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause instrument contemplated hereby; (f) the Sellers and the Company shall controlhave received from counsel for Newco an opinion dated the Closing Date in the form of Exhibit L; (g) Xxxxx X. Xxxxx and Xxx X. Xxxxx shall have been released from all obligations and liabilities under that certain Agreement of Indemnity, dated January 7, 1991, between Xxxxx X. Xxxxx, Xxx X. Xxxxx and Fidelity and Deposit Company of Maryland ("Fidelity"), then any such notice and Fidelity shall have given its consent, in form and substance reasonably satisfactory to terminate under any such agreement shall be deemed an election Newco, to terminate this Agreement and all the payment of the Related Cash Merger Consideration. (h) BRS and the Surviving Corporation shall have validly executed and delivered the Securities Holders Agreement referred to in Section 5.8; (i) On or prior to June 30, 1998, the Company shall have validly executed and delivered the Compensation Agreement; (j) The Surviving Corporation shall have validly executed and delivered the Employment Agreements; (k) The Surviving Corporation shall have adopted the Stock Option Plan; (l) the Company and the Subsidiaries shall have executed and delivered to the Sellers a Mutual Release and Satisfaction in the form of Exhibit M hereto; and (m) BRS and Newco shall have furnished to the Sellers and the Company evidence reasonably satisfactory to the Seller Representative and the Company that the purchasers of the senior subordinated notes in the Financing and Newco's and the Surviving Corporation's other lenders (including all bank lenders) have consented to the payment of the Cash Merger Consideration, it being the intention understood that incorporation of the parties that except as otherwise set forth language provided by Sellers prior to the date hereof for inclusion in this clause (f), there the indenture for the senior subordinated notes and the loan agreements with bank lenders to Newco and the Surviving Corporation shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaconstitute conclusively such satisfactory evidence.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.clause

Conditions Precedent to the Seller’s Obligations. The obligation ------------------------------------------------ obligations of the Seller to consummate the transfer of the Asset as contemplated by under this Agreement on the Closing Date is are subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each There shall not have been any material breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing DateAgreement. (b) The Buyer shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by it. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer on or before the ClosingSeller. (c) No order or injunction The Sellers shall have received a certificate dated the Closing Date and signed by the Buyer contained in this Agreement, certifying that the conditions specified in Paragraphs 15(a) and 15(b) above have been fulfilled. To the extent that any representations, warranties, covenants and agreements of any court or administrative agency of competent jurisdiction nor any statutethe Buyer contained in this Agreement are not true at the Closing as if made at the Closing, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction such changes shall be described in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebysuch certificate. (d) The Buyer Seller shall have made (or caused to have been made) all received a written opinion of Snow Xxxxxx Xxxxxx P.C., counsel for the Buyer, dated as of the deliveries required to be made by Closing Date, in the Buyer under SECTION 7.1form of Exhibit 15(d) hereto. (e) The Seller shall have received evidence originals or certified copies, reasonably satisfactory in form and substance to the Seller, of the following corporate documents of the Buyer: (1) a certificate of existence certifying as of a recent date that the Franchise Buyer is in good standing under the laws of its state of incorporation; (2) copies of the minutes and resolutions of the Board of Directors of the Buyer showing the authorization and approval by such Board of the execution and delivery by the Buyer to the Seller of this Agreement has been terminatedand the agreements and instruments provided for herein and of the performance of the obligations of the Buyer under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of the Buyer; and (3) a certificate of incumbency identifying the officers and directors of the Buyer immediately before Closing. (f) Simultaneously with Xxxxxx and Xxxx Xxxxxx shall have received from Buyer the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Employment and Non-Competition Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt form of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related AgreementsExhibit 3(d)(1) and the Seller shall be deemed in breach hereof whereupon the Buyer funds provided for therein. (g) Xxxxxx and Xxxx Xxxxxx shall have received from Buyer the remedies set forth Non-Qualified Stock Option Agreements in SECTION 11.2(cthe form of Exhibit 3(d)(2), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller Sellers to consummate the transfer of the Asset as contemplated by this Agreement Assets to the Buyer on the Closing Date in accordance with the terms of this Agreement is subject to the satisfaction (or written waiver by the SellerSellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date.; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant all of its obligations required by this Agreement to be performed or complied with by the Buyer on or before the Closing.; (c) The Sellers shall have received all of the documents required to be delivered by the Buyer at or before the Closing under Article VI; (d) The Sellers shall have received the Balance of the Purchase Price to be paid at the Closing in accordance with Section 2.2(c) and all other amounts due to the Sellers hereunder at or before the Closing; (e) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset Assets or the consummation of any other transaction contemplated hereby. ; provided, however, and notwithstanding anything to the contrary contained herein, if the closing condition set forth in this Section 5.1(e) has not been satisfied or waived on the applicable Closing Date with respect to one or more Properties (d) The Buyer such Properties, the “Enjoined Properties”), and no Enjoined Property is a Specified Property, then the Closing shall have made (or caused take place on the applicable Closing Date in accordance with this Agreement with respect to all Properties that would otherwise have been madeclosed upon on such date, other than the Enjoined Properties, and the closing date with respect to the Enjoined Properties will be extended until the closing condition set forth in this Section 5.1(e) all of have been satisfied or waived; provided, however, if the deliveries required to be made closing condition set forth in this Section 5.1(e) has not been satisfied or waived by the Buyer under SECTION 7.1. Final Closing Date, this Agreement will terminate with respect to such Enjoined Properties only (e) The each such Enjoined Property, an “Excluded Enjoined Asset”), all references hereunder to such Excluded Enjoined Asset and the applicable Seller shall have received evidence that be deemed deleted, the Franchise Agreement has been terminated. (f) Simultaneously with Excluded Enjoined Asset shall not be included in the execution Assets for purposes of this Agreement, the Buyer or affiliates applicable Seller of Buyer (collectivelysuch Excluded Enjoined Asset shall not be included in Sellers for purposes of this Agreement, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it Purchase Price shall be a condition precedent reduced by the Allocated Purchase Price of the Excluded Enjoined Assets, and neither Sellers, nor Buyer, shall have any liability hereunder with regard to the SellerExcluded Enjoined Assets, except for obligations hereunder which expressly survive termination of this Agreement, or expenses incurred by Sellers on Buyer’s obligation behalf with regard to close on such Excluded Enjoined Asset; (f) The Initial Closing hereunder shall include not less than the Minimum Closing Properties; (g) A Loan Assumption Consent has been obtained (and the requirements of this Agreement with respect to a Loan Assumption have been satisfied), or a Failed Loan Defeasance has occurred, with respect to each Assumed Loan affecting the Assumed Loan Properties to be conveyed at the Closing; and (h) No action, suit or other proceeding shall be pending which shall have been brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Asset, that (i) Assets or the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and consummation of any other transaction contemplated hereby or (ii) the closing of the Related Agreements shall take place simultaneously seeking material damages with the Closing hereunder (i.e., the closing in this Agreement respect to such purchase and sale or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded)other transaction contemplated hereby. If any of the conditions to the Sellers’ obligation to consummate the transfer of any Assets that have not previously been transferred to the Buyer or Affiliate Buyers defaults under in accordance with the terms of this Agreement or any Related Agreement, are not satisfied on and as applicable, of the Outside Closing Date and such default shall be deemed failure is not a result of a material default by the Buyer and the Affiliate Buyers under this Agreement which would permit Seller to give a Seller Termination Notice (in which event the Sellers would be afforded the rights under Section 13.1 hereof), then the Sellers may elect to either: (a) waive such failure and proceed to Closing or (b) terminate this Agreement by written notice to the Buyer, in which event the Cash Deposit (and all of interest earned thereon, if any) then held by the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement Escrow Agent shall not be a condition precedent immediately returned to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as Buyer and neither the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and Sellers nor the Buyer shall have any further rights or obligations to the right to terminate other under this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c)Agreement, except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages those arising under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement provisions that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any survive such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versatermination.

Conditions Precedent to the Seller’s Obligations. The obligation ------------------------------------------------ obligations of the Seller to consummate the transfer of the Asset as contemplated by Sellers under this Agreement on the Closing Date is are subject to the satisfaction (or waiver following conditions which may be waived by the Seller) as of the Closing of the following conditionsSellers: (a) Each There shall not have been any material breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer contained in this Agreement shall be true Agreement, and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of the Closing Datesome other time. (b) The Buyer shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by it. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to Xxxxx Xxxxxx Xxxxxxxx LLP, counsel for the Buyer on or before the ClosingSellers. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Sellers shall be in effect or threatened in writing as of have received a certificate dated the Closing which restrains or prohibits Date and signed by the transfer of Buyer, certifying that the Asset or the consummation of any other transaction contemplated herebyconditions specified in Paragraphs 10(a) and 10(b) above have been fulfilled. (d) The Buyer Sellers shall have made (or caused to have been made) all received a written opinion of counsel for the Buyer, dated as of the deliveries required to be made by Closing Date, in the Buyer under SECTION 7.1form of EXHIBIT 10(D) hereto. (e) The Seller Sellers shall have received evidence originals or certified copies, reasonably satisfactory in form and substance to the Sellers, of the following corporate documents of the Buyer: (i) a certificate of existence of the Secretary of State of Nevada certifying as of a recent date that the Franchise Buyer is a corporation in good standing under the laws of that State; (ii) copies of the minutes and resolutions of the Board of Directors of the Buyer showing the authorization and approval by such Board of the execution and delivery by the Buyer to the Sellers of this Agreement has been terminatedand the agreements and instruments provided for herein and of the performance of the obligations of the Buyer under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of the Buyer; and (iii) a certificate of incumbency identifying the officers and directors of the Buyer immediately before Closing. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it The Sellers shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment granted options to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any purchase common stock of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, described in the event that any of the Seller or Other Section 3(d) hereof. (g) The Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have been granted an option to purchase the right to terminate this Agreement (and all other Related AgreementsFacilities as described in Section 3(e) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versahereof.

Conditions Precedent to the Seller’s Obligations. The In addition to any other conditions expressly set forth in this Agreement, if any, the obligation of the Seller to consummate the transfer of each individual Asset to the Asset as contemplated by this Agreement Buyer on the Closing Date is subject to the satisfaction (or waiver waiver, in writing, by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement applicable to or affecting the individual Asset shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the ClosingClosing applicable to or affecting the individual Asset. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the individual Asset or the consummation of any other transaction affecting the individual Asset contemplated hereby. (d) The Buyer Seller shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Buyer under SECTION 7.1Section 6.1 with respect to or affecting the individual Asset. (e) The Seller shall have received evidence that the Franchise Agreement has been terminatedPurchase Price in accordance with subsection 2.2(a) and all other amounts due to the Seller from the Buyer hereunder. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of The Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that have (i) received evidence that Franchisor has consented to the closing date under transfer of the Related Agreements shall be franchise rights associated with the same as Franchise Agreement for the Closing Date under this Agreement and individual Asset in accordance with subsection 4.5(a), (ii) the closing received a termination of the Related Franchise Agreement for the individual Asset from the Franchisor without being required to pay any termination fee, penalty, damages or other similar charges in connection with such termination (provided that the foregoing shall not limit the obligation to pay any amounts due under the Franchise Agreements shall take place simultaneously for periods prior to such termination and unrelated to such termination to the extent required by the Franchise Agreement), and (iii) been released by Franchisor from any obligations under the Franchise Agreement for the individual Asset pertaining to the period on or after the Closing (if such release is then being offered by Franchisor in connection with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all transfer of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recordedassets). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller to consummate the transfer of the Asset as contemplated by under this Agreement on the Closing Date is are subject to the satisfaction following conditions (any of which may be waived in writing in whole or waiver in part by the Seller) as of the Closing of the following conditions:): (a) Each There shall not have been any material breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer or CPI contained in this Agreement shall be true Agreement, and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of the Closing Datesome other time. (b) The Buyer and CPI shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by it. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to Green & Seifter Attorneys, P.C., counsel for the Buyer on or before the ClosingSeller. (c) No order or injunction All operating personnel of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Seller shall be in effect offered employment by Buyer at or threatened in writing prior to the Closing, and shall be employed by Buyer on the same terms and conditions of their employment with Seller; Buyer shall assume all Assigned Agreements; Buyer shall assume all accrued and unpaid vacation and sick/personal pay of employees of Seller who become employed by Buyer; Buyer shall provide Seller's Business with supporting financial and/or other support personnel as of may be required following the Closing which restrains or prohibits and otherwise allow Liguori the transfer discretion to make operating decisions normally made by a President, subject to the Board of the Asset or the consummation of any other transaction contemplated herebyDirectors' approval when required. (d) The Seller shall have received copies of and shall be satisfied with Buyer's employee benefit programs and policies and plans and Buyer's employment procedures, including without limitation, the plans described in Exhibit 12(d), and the immediate implementation of such programs, policies, plans and procedures effective at Closing. Buyer shall have made (not materially reduce employee benefits or caused to have been made) all materially adversely change employment procedures of Seller, it being the intent of the deliveries required parties that benefits, compensation, terms and conditions of employment and career paths for the employees retained by Buyer be comparable to or better than those currently provided by Seller. The employees of Seller who are hired by Buyer shall be made given service credit in and to any such employee benefits for the time they were employed by Seller. Exhibit 12(d) sets forth the Buyer under SECTION 7.1terms of the medical insurance program, the pre-tax flexible benefit plan for medical insurance premiums, the 401(k) plan, the profit sharing plan, and the vacation, sick pay and personal day policies of Buyer. (e) Upon full disclosure to Buyer or CPI of the existence of any existing personal guaranty of obligations of Seller by Xxxxxx Xxxxxxx and Xxxxxxxx Xxxxxxx, Buyer shall obtain the release of Mr. and Xxx. Xxxxxxx of any such guarantees of obligations assumed by Buyer or CPI. (f) The Seller shall have received evidence a certificate dated the date of the Closing and signed by the Buyer and CPI, certifying that the Franchise Agreement has conditions specified in subsections (a) and (b) above have been terminatedfulfilled. (fg) Simultaneously with The Seller shall have received a written opinion of counsel for the Buyer and CPI, dated as of the Closing Date, in the form of Exhibit 12(g) attached hereto. (h) At the Closing, the Seller and Xxxxxxx shall have received payment in the amount of the Purchase Price as set forth in Section 2(a) and 2(b) above, and as adjusted pursuant to Section 2(c). (i) The Seller shall have received copies of the minutes and resolutions of the Board of Directors of the Buyer and CPI showing the authorization and approval by such Boards of the execution and delivery by the Buyer and CPI to the Seller of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into Other Agreements and the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale agreements and instruments provided for herein and of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing performance of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any obligations of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages CPI under this Agreement and the Other Agreements and such other Related Agreements instruments and agreements, certified as of a recent date by each Secretary or another officer of the Buyer and CPI. (j) The Seller shall have received a certificate of incumbency identifying the officers and directors of the Buyer and CPI immediately before Closing. (k) The Seller shall have received an officer's certificate of the Buyer and CPI evidencing its authority to execute this Agreement and to consummate the transactions contemplated hereby. (l) The Seller shall have received all documents required to be delivered to the Seller under any other provision of this Agreement. (m) The Buyer shall have obtained and delivered to the Seller any required consents or approvals of any other third parties whose consent is required to the transactions contemplated hereunder. (n) The Seller shall have received the Audited Financial Statements of the Seller at least two (2) weeks prior to Closing. (o) There shall not have occurred any material change in the condition (financial or otherwise) of CPI since the date of the CPI Financial Statements. (p) The Buyer shall have duly executed and delivered to the Seller its Note in the form of Exhibit 2(a)(ii), the Registration Rights Agreement in the form of Exhibit 2(a)(iii) the Security Agreement in the form of Exhibit 2(a)(iv), together with UCC-1 forms for the filing in the appropriate state and county officers, the Mortgage in the form of Exhibit 2(a)(v), and the Guaranty of CPI in the form of Exhibit 2(a)(vi), executed by each of the respective parties thereto. (q) The Seller shall have given its consent to and signed the Non-Competition Agreement, in the form of Exhibit 11(k). (r) Xxxxxxx shall have given his consent to and signed the Employment Agreement, as described in Section 11(t). (s) The Buyer and CPI shall have provided to the Seller assurances from Chase, satisfactory to the Seller, no event exceed Three Hundred Thousand Dollars later than one ($300,000.001) week prior to Closing, that there are no known impediments to providing the financing required to consummate this transaction, and that the cash portion of the Purchase Price for the Assets and the Real Property Purchase Price will be available for wiring to the Seller at Closing. (t) The Seller shall have received no later than two(2)weeks prior to closing and shall be satisfied with the terms of any subordination agreement ("Subordination Agreement") required by Chase or other creditor, which Subordination Agreement shall be attached hereto as Exhibit 12(t). (u) The Seller shall have received no later than two(2) weeks prior to Closing and shall be satisfied with the terms of any lockup agreement ("Lock-Up Agreement") required by CPI's underwriter in connection with CPI Common Stock issuable under SECTION 11.2(cthe Note, which Lock-Up Agreement shall be attached hereto as Exhibit 12(u). Additionally. (v) The Buyer and CPI shall have provided notice to Seller of any significant plant closing subject to the Worker Adjustment and Retaining Notification Act (WARN) within 60 days after and Closing, if or shall have provided to Seller at Closing a certificate covenanting and representing that no layoff or plant closing subject to WARN shall occur within 60 days after Closing. (w) The Buyer shall have provided Seller at Closing with a resale or exemption certificate for any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default Assets for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaclaims exemption from sales tax.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller Sellers to consummate the transfer of the Asset as contemplated by this Agreement Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellerSellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement that are not qualified by Buyer Material Adverse Effect shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing DateDate (unless such representation or warranty is made on and as of a specific date, in which case it shall be true and correct in all material respects as of such date) and each of the representations and warranties made by the Buyer that are qualified by Buyer Material Adverse Effect shall be true and correct when made without giving effect to any other qualifications or limitations as to materiality set forth therein. (b) Since the date of this Agreement, there shall not have been an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments and changes, has had or would be reasonably likely to have a Buyer Material Adverse Effect; provided, however, if the Sellers claim in good faith that the condition in this subsection 5.1(b) shall not be satisfied as of the Closing Date, then they shall make such assertion in a written notice delivered to the Buyer on or prior to the Closing Date, which notice shall set forth in reasonable detail the reasons for such claim. The Buyer shall have a period of ten (10) Business Days from receipt of such notice to deliver written notice to the Sellers of the Buyer's election (such election, the “Cash Consideration Election”) to consummate the Closing without providing the Share Consideration by causing the portion of the Cash Consideration to be paid at Closing to be increased to $495,000,000. If the Buyer delivers written notice of the Cash Consideration Election within the time period required above, (i) the Closing shall be adjourned to the date specified in the Buyer's written notice of the Cash Consideration Election, which date shall not exceed five (5) Business Days from the date of the Cash Consideration Election, in order to make the necessary arrangements and revisions to this Agreement to reflect the following provisions, (ii) the condition set forth in this subsection 5.1(b) shall be deemed omitted from this Agreement, (iii) the representations and warranties set forth in subsection 4.1(b)(ii) and 4.1(f) through 4.1(k), shall be deemed omitted from this Agreement (including for purposes of determining whether the condition in subsection 5.1(a) shall have been satisfied ), (iv) the covenants set forth in Section 4.2 shall be deemed omitted from this Agreement (including for purposes of determining whether the condition in subsection 5.1(c) shall have been satisfied), (v) all provisions and deliverables associated with the Share Consideration, the Registration Rights Agreement and all other related matters shall be deemed omitted from this Agreement and (vi) except as provided in the preceding clauses (ii) through (v), all other conditions to each party's obligation to consummate the transactions under this Agreement shall be satisfied (or waived by such party) as of the adjourned Closing Date. If the Buyer fails to make the Cash Consideration Election within the time period required under this subsection 5.1(b), then the condition to the Sellers' obligation to close contained in this subsection 5.1(b) shall be deemed not to have been satisfied and the provisions of subsection 13.1(a)(i) and subsection 13.1(b) shall apply. Upon making the Cash Consideration Election pursuant to this subsection 5.1(b), the Buyer's right to adjourn the Closing Date under subsection 2.3(c) of this Agreement shall automatically terminate and be of no further force or effect. (c) The Buyer shall have performed or complied in all material respects with each material obligation and material covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing; (d) The Sellers shall have received a duly executed officer's certificate from the Buyer certifying as to the matters set forth in clauses (a) through (c) above. (ce) The Sellers shall have received all of the documents required to be delivered by the Buyer under Article VI; (f) The Sellers shall have received the Cash Consideration and the Share Consideration in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; and (g) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset Assets or the consummation of any other transaction contemplated hereby. (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller Sellers to consummate the transfer sale of the Asset JO Securities, the Janesville Securities, the Janesville Mexico Securities and the Servicios Securities (as applicable) and the other transactions contemplated by this Agreement on the Closing Date is are subject to the satisfaction as of the Closing (or waiver by the SellerSellers, in their sole discretion) as of the Closing each of the following conditions: (a1) Each of the warranties and representations and warranties made by of the Buyer set forth in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing DateDate (and except that those warranties and representations which address matters as of or for a particular date or time period shall remain so true and correct only as of such date or for such time period), except for any such failure to be true and correct as would not have a Buyer Material Adverse Effect. (b2) The Buyer shall have performed or and complied with, in all material respects with respects, each obligation of the covenants and covenant required by other agreements of the Buyer contained in this Agreement required to be performed or complied with by the Buyer on or before prior to the ClosingClosing Date. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d3) The Buyer shall have made (or caused delivered to have been made) all of the deliveries required to be made Sellers a certificate dated the Closing Date and signed by the Buyer under SECTION 7.1stating that each of the conditions set forth in Section 3.3(a) and Section 3.3(b), above, has been satisfied as of the Closing Date (the “Buyer Closing Certificate”). The statements contained in such certificate shall be a warranty of the Buyer which shall survive the Closing for the period provided in Article X, below. 20762941.9 (4) No Order (whether temporary, preliminary or permanent) by any Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby shall have been issued and be continuing in effect, and no Legal Requirement shall have been enacted, issued, entered, promulgated or enforced by any Governmental Body that prohibits or makes illegal consummation of the transactions contemplated by this Agreement and shall continue to be in effect. (e5) The Seller Buyer shall have received evidence that delivered to the Franchise Agreement has been terminated.Sellers each of the following: (fa) Simultaneously with the Sellers’ Closing Payment in the manner specified in Section 2.3(b)(i), above; (b) a certificate from an officer of each of the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus, in a form reasonably satisfactory to the Sellers, setting forth the resolutions of the manager, board of directors or other governing body, as applicable, of each of the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus,, as applicable, authorizing the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related all Ancillary Agreements shall take place simultaneously with the Closing hereunder (i.e.to which Buyer New BV2, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate partyBuyer Minority Purchaser, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease Buyer US Newco and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related AgreementMotus, as applicable, such default shall be are a party and the taking of all actions deemed a default necessary or advisable to consummate the transactions contemplated herein and therein; (c) the Escrow Agreement duly executed by the Buyer and the Affiliate Buyers under this Agreement Escrow Agent; (d) duly executed shareholders or members’ meeting minutes, as applicable, acknowledging the revocation of appointment of such officers and all directors of Janesville Mexico and Servicios effective as of the Related Effective Time; (e) the Foreign Transfer Agreements, duly executed by the Buyer New BV2 and Buyer Minority Purchaser, as applicable; (f) the TSA, duly executed by the Buyer; and (g) the Servicios Services Agreements, duly executed by Servicios (as owned and controlled, collectively, by the Buyer). Notwithstanding the foregoing, in In the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), foregoing conditions to the Closing shall not have been satisfied as applicable, of the Closing Date and the respective parties thereto fail Sellers elect to close under consummate the transactions described herein despite such Defaulted Agreementfailure, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller Sellers shall be deemed in breach hereof whereupon to have fully waived the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount satisfaction of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaconditions.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller Sellers hereunder to consummate the transfer of the Asset as transaction contemplated by this Agreement on the Closing Date is subject to hereunder shall in all respects be conditioned upon the satisfaction (or waiver by the Seller) as of the Closing each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by the Sellers in their sole discretion by written notice to the Purchaser at or prior to the Closing Date: (a) Each The Purchaser shall have deposited the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, into escrow with the Escrow Agent, which Purchase Price shall be payable to the Sellers in the amount and in the manner provided for in this Agreement; (b) The Purchaser shall have performed, in all material respects, all covenants, agreements, and undertakings of the Purchaser contained in this Agreement; and (c) All representations and warranties made by of the Buyer Purchaser as set forth in this Agreement shall be true and correct in all material respects when made and on as of the date of this Agreement and as of the Closing Date as though (with such representations and warranties were made being deemed to have been remade on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with ). In the event any of the foregoing conditions precedent are neither satisfied nor waived by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing Sellers as of the Closing which restrains or prohibits Date (as the transfer of same may have been extended in accordance with this Agreement), the Asset or Sellers may terminate this Agreement by giving written notice to the consummation of any other transaction contemplated hereby. (d) The Buyer Purchaser, and in such case, the Escrow Agent shall disburse the Xxxxxxx Money to the Sellers and no party hereto shall have made (any further obligations or caused liabilities hereunder except for such obligations or liabilities as are expressly intended to have been made) all of survive the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution termination of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions Precedent to the Seller’s Obligations. The obligation of the Seller Sellers to consummate the transfer of the Asset as contemplated by this Agreement Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellerSellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date.Date (not giving any effect to any “material” or “material adverse effect” or other similar qualifiers contained therein), except where the failures of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to result in a Loss to the Sellers in excess of $5,000,000; (b) There exists no continuing Buyer Event of Default as of the Closing Date; (c) The Buyer Sellers shall have received all of the documents required to be delivered by the Buyer under Article VI; (d) The Sellers shall have received the Balance of the Purchase Price in accordance with Section 2.2(c) and all other amounts due to the Sellers hereunder; (e) All transactions set forth in the DDR Letter Agreement have been consummated (or simultaneously with Closing, will be consummated) in accordance with the DDR Letter Agreement, and DDR and each of its affiliates has performed or complied its obligations under the DDR Letter Agreement in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closingrespects. (cf) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset Assets or the consummation of any other transaction contemplated hereby.; and (dg) The Buyer Loan Assumption Consents and the Loan Assumption Documents with respect to the Assumed Loan Properties shall have made (or caused to have been made) all of the deliveries required to be made executed by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that and the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or applicable affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related AgreementsBuyer) and the Seller shall be deemed applicable Assumed Loan Lender Parties in breach hereof whereupon form and substance reasonably satisfactory to the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaSellers.

Conditions Precedent to the Seller’s Obligations. The obligation of Sellers’ obligations to effect the Seller to consummate the transfer of the Asset as contemplated by this Agreement on the Closing Date is Contemplated Transactions shall be subject to the satisfaction (or waiver by the SellerSellers) as of prior to or on the Closing Date of the following conditions: (ai) Each Except to the extent such representations and warranties speak as of a specific date, the representations and warranties made by the Buyer Purchasers in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date with the same effect as though if such representations and warranties were had been made or given on and as of the Closing Date., and the Sellers have received a certificate of an officer of Holdings to such effect. All representations and warranties of the Purchasers in this Agreement shall be deemed reaffirmed and made by each of them as of the Closing Date; (bii) The Buyer Purchasers shall have performed or and complied in all material respects with each obligation all of their obligations and covenant agreements required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer shall have made (or caused prior to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement Agreement, including all their obligations under Sections 2.6 and 2.9, and the Sellers shall have received a certificate of an officer of Holdings to such effect; (iiiii) The Sellers shall have received all documents required to be received from the closing Purchasers on or prior to the Closing Date, including all the documents the Purchasers are required to deliver in accordance with Section 2.9(a) in the respective forms attached hereto as Exhibits A through C; (iv) The Purchasers shall deliver an opinion of the Purchasers’ counsel, in form and substance reasonably satisfactory to the Sellers and their counsel, dated the Closing Date. (v) No Order issued by any Governmental Body or other legal restraint or prohibition preventing the consummation of the purchase of the Acquired Assets by the Purchasers shall be in effect, nor shall any Proceeding seeking any of foregoing be pending; (vi) There shall not be any action taken, or any Legal Requirement or Order enacted, entered, enforced or deemed applicable to the Contemplated Transactions which makes the consummation of the Contemplated Transactions illegal; (vii) At or prior to the Closing, each of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived duly executed and delivered by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versathereto.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller to consummate at the transfer Closing shall be subject, at the option of the Asset as contemplated by this Agreement on the Closing Date is subject Seller, to the satisfaction (fulfillment or waiver by the Seller) as of the Closing each of the following conditionsconditions at or prior to the Closing, and the Buyer and the Parent shall exert all reasonable efforts to cause each such condition to be so fulfilled: (a) Each of the All representations and warranties made by of the Buyer and the Parent contained herein, or in any document delivered in connection with this Agreement Agreement, shall be true correct and correct complete in all material respects when made and on shall be deemed to have been made again at and as of the Closing Date as though such representations and warranties were made on and as of the Closing DateClosing. (b) The Buyer shall have performed or complied in all material respects with each obligation All agreements and covenant obligations required by this Agreement to be performed or complied with by the Buyer on and the Parent at or before the ClosingClosing shall have been duly performed in all material respects. (c) No order All documents and agreements required to be delivered to the Seller at or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of prior to the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebyshall have been so delivered. (d) The No governmental agency (federal, state, or local) or any other person or entity shall have: (i) objected to or sought to prevent or limit (by notice, legal process or otherwise) the consummation of any of the transfers, payments or other transactions contemplated hereby, (ii) indicated an intention to attempt to set aside any of such transfers, payments or other transactions, whether before or after its consummation, or to cause the Buyer to withhold any payment to the Seller or to divest itself of any of the property acquired, or (iii) asserted that any of such transfers, payments or other transactions are not in compliance with law. All consents, approvals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit the Seller and the Buyer to perform their obligations under this Agreement and to consummate the transactions contemplated hereby shall have been duly obtained, made (or caused to have been made) all of the deliveries required to given and shall be made by the Buyer under SECTION 7.1in full force and effect. (e) The Seller shall have received evidence that the Franchise consent of the Imperial Bank to transfer the Acquired Assets to the Buyer in accordance with the terms of this Agreement has been terminatedfree of all liens and security interests of the Imperial Bank. (f) Simultaneously with There shall be delivered to the execution Seller certificates executed by the President or Vice President of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale and of the AssetParent, that (i) the closing date under the Related Agreements shall be the same dated as of the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.Date, the closing in this Agreement or any Related Agreement will have occurred when all of certifying that the conditions precedent to closing set forth in the applicable agreement paragraphs (a) through (e), inclusive, of this Section 10 have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versafulfilled.

Conditions Precedent to the Seller’s Obligations. The obligation obligations ------------------------------------------------ of the Seller to consummate the transfer of the Asset as contemplated by Sellers under this Agreement on the Closing Date is are subject to the satisfaction following conditions (any of which may be waived in writing in whole or waiver in part by the Seller) as of the Closing of the following conditions:Sellers): (a) Each There shall not have been any material breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer or ABT contained in this Agreement shall be true Agreement, and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of the Closing Datesome other time. (b) The Buyer and ABT shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by it. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to Xxxxxxxxxxxxxx, Xxxxxx & Xxxxxxxx, counsel for the Buyer on or before the ClosingSellers. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Sellers shall be in effect or threatened in writing as have received a certificate dated the date of the Closing which restrains or prohibits and signed by the transfer of Buyer and ABT, certifying that the Asset or the consummation of any other transaction contemplated herebyconditions specified in subsections (a) and (b) above have been fulfilled. (d) The Buyer Sellers shall have made (or caused to have been made) all received a written opinion of counsel for the Buyer and ABT, dated as of the deliveries required to be made by date of Closing, in the Buyer under SECTION 7.1form of Exhibit 12(d) attached hereto. (e) The Seller At the Closing, the Sellers shall have received evidence that the Franchise Agreement has been terminatedPurchase Price through the assumption of accounts payable, accrued expenses and Bank Debt, as set forth in Section 2 hereof. (f) Simultaneously with The Sellers shall have received copies of the minutes and resolutions of the Board of Directors of the Buyer and ABT showing the authorization and approval by such Boards of the execution and delivery by the Buyer and ABT to the Sellers of this Agreement, Agreement and the agreements and instruments provided for herein and of the performance of the obligations of the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date and ABT under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.such other instruments and agreements, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective certified as of such date, notwithstanding that such deed a recent date by each Secretary or assignment of lease may not have been recorded). If any another officer of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreementand ABT, as applicable, such default the Sellers may reasonably request. (g) The Sellers shall be deemed have received a default by certificate of incumbency identifying the officers and directors of the Buyer and ABT immediately before Closing. (h) The Sellers shall have received an officer's certificate of the Affiliate Buyers under Buyer and ABT evidencing its authority to execute this Agreement and to consummate the transactions contemplated hereby. (i) The Sellers shall have received all of documents required to be delivered to the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaAgreement.

Conditions Precedent to the Seller’s Obligations. The obligation obligations ------------------------------------------------ of the Seller to consummate the transfer of the Asset as contemplated by Sellers under this Agreement on the Closing Date is are subject to the satisfaction following conditions (any of which may be waived in writing in whole or waiver in part by the Seller) as of the Closing of the following conditions:Sellers): (a) Each There shall not have been any material breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer or ABT contained in this Agreement shall be true Agreement, and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of the Closing Datesome other time. (b) The Buyer and ABT shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by it. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., counsel for the Buyer on or before the ClosingSellers. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Sellers shall be in effect or threatened in writing as have received a certificate dated the date of the Closing which restrains or prohibits and signed by the transfer of Buyer and ABT, certifying that the Asset or the consummation of any other transaction contemplated herebyconditions specified in subsections (a) and (b) above have been fulfilled. (d) The Buyer Sellers shall have made (or caused to have been made) all received a written opinion of counsel for the Buyer and ABT, dated as of the deliveries required to be made by date of Closing, in the Buyer under SECTION 7.1form of Exhibit 16(d) attached hereto. (e) The Seller At the Closing, the Sellers shall have received evidence that the Franchise Agreement has been terminatedPurchase Price as set forth in Sections 1 and 2 hereof. (f) Simultaneously with The Sellers shall have received copies of the minutes and resolutions of the Board of Directors of the Buyer and ABT showing the authorization and approval by such Boards of the execution and delivery by the Buyer and ABT to the Sellers of this Agreement, Agreement and the agreements and instruments provided for herein and of the performance of the obligations of the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date and ABT under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.such other instruments and agreements, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective certified as of such date, notwithstanding that such deed a recent date by each Secretary or assignment of lease may not have been recorded). If any another officer of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreementand ABT, as applicable, such default the Sellers may reasonably request. (g) The Sellers shall be deemed have received a default by certificate of incumbency identifying the officers and directors of the Buyer and ABT immediately before Closing. (h) The Sellers shall have received an officer's certificate of the Affiliate Buyers under Buyer and ABT evidencing its authority to execute this Agreement and to consummate the transactions contemplated hereby. (i) The Sellers shall have received all of documents required to be delivered to the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement provision of this Agreement. (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the j) Buyer shall have the right to terminate this Agreement (entered into cross supplier agreements with Ramy International Ltd. and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c)Prairie Gold Seeds, except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaLLC.

Conditions Precedent to the Seller’s Obligations. The obligation obligations of the Seller to consummate the transfer of the Asset as contemplated by under this Agreement on the Closing Date is are subject to the satisfaction following conditions (any of which may be waived in writing in whole or waiver in part by the Seller) as of the Closing of the following conditions:): (a) Each There shall not have been any breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer or BE contained in this Agreement shall be true Agreement, and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of the Closing Datesome other time. (b) The Buyer and BE each shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by either of them. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer on or before the ClosingSeller. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Seller shall be in effect or threatened in writing as have received a certificate dated the date of the Closing which restrains or prohibits and signed by the transfer of Buyer and BE, certifying that the Asset or the consummation of any other transaction contemplated herebyconditions specified in subsections (a) and (b) above have been fulfilled. (d) The Buyer At the Closing, the Seller shall have made (or caused to have been made) all of received the deliveries required to be made by the Buyer under SECTION 7.1Purchase Price as set forth in Sections 2 and 3 hereof. (e) The Seller shall have received evidence that copies of the Franchise minutes and resolutions of the Board of Directors of the Buyer and BE showing the authorization and approval by such Boards of the execution and delivery by the Buyer and BE to the Seller of this Agreement has been terminatedand the agreements and instruments provided for herein and of the performance of the obligations of the Buyer and BE under this Agreement and such other instruments and agreements, and evidencing the authority of each person executing this Agreement and such other instruments and agreements on behalf of each of them to do so, certified as of a recent date by each Secretary or another officer of the Buyer and BE, as the Seller may reasonably request. (f) Simultaneously with The Seller shall have received a certificate of good standing from each of Buyer and BE and a certificate of incumbency identifying the execution officers and directors of the Buyer and BE immediately before Closing. (g) The Seller shall have received all documents required to be delivered to the Seller under any other provision of this Agreement, the Buyer or affiliates of Buyer . (collectively, “Affiliate Buyers”h) are entering into the Related Agreements with other sellers that are affiliates of Delivery to Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the AssetNon-Competition Agreements anticipated by Section 3(d), that executed by all parties thereto. (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing The delivery of the Related Agreements shall take place simultaneously Purchase Price to the Seller by the Buyer in accordance with the Closing hereunder Section 2. (i.e.j) Payment by Buyer of $150,000 of outstanding 3(a) indebtedness to Xxxx Xxxx ($100,000) and Xxxxxxx Xxxxxx ($50,000), the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing as set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaSection 1 above.

Conditions Precedent to the Seller’s Obligations. The obligation ------------------------------------------------ obligations of the Seller to consummate the transfer of the Asset as contemplated by under this Agreement on the Closing Date is are subject to the satisfaction following conditions (any of which may be waived in writing in whole or waiver in part by the Seller) as of the Closing of the following conditions:): (a) Each There shall not have been any breach of the representations representations, warranties, covenants and warranties made by agreements of the Buyer or ABT contained in this Agreement shall be true Agreement, and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of the Closing Datesome other time. (b) The Buyer and ABT each shall have performed or and complied in all material respects with each obligation all agreements and covenant conditions required by this Agreement to be performed or complied with by either of them. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer on or before the ClosingSeller. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Seller shall be in effect or threatened in writing as have received a certificate dated the date of the Closing which restrains or prohibits and signed by the transfer of Buyer and ABT, certifying that the Asset or the consummation of any other transaction contemplated herebyconditions specified in subsections (a) and (b) above have been fulfilled. (d) The Buyer Seller shall have made (or caused to have been made) all received a written opinion of counsel for the Buyer and ABT, dated as of the deliveries required to be made by date of Closing, in the Buyer under SECTION 7.1form of EXHIBIT 16(d) attached hereto. (e) At the Closing, the Seller shall have received the Purchase Price and the consideration for the Non-Competition Agreement as set forth in Sections 2 and 3 hereof. (f) The Seller shall have received evidence that copies of the Franchise Agreement has been terminated. (f) Simultaneously with minutes and resolutions of the Board of Directors of the Buyer and ABT showing the authorization and approval by such Boards of the execution and delivery by the Buyer and ABT to the Seller of this Agreement, Agreement and the agreements and instruments provided for herein and of the performance of the obligations of the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date and ABT under this Agreement and (ii) such other instruments and agreements, and evidencing the closing authority of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in each person executing this Agreement or any Related Agreement will have occurred when all and such other instruments and agreements on behalf of the conditions precedent each of them to closing set forth in the applicable agreement have been met or waived by the appropriate partydo so, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective certified as of such date, notwithstanding that such deed a recent date by each Secretary or assignment of lease may not have been recorded). If any another officer of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreementand ABT, as applicable, such default the Seller may reasonably request. (g) The Seller shall be deemed have received a default by certificate of incumbency identifying the officers and directors of the Buyer and the Affiliate Buyers under this Agreement and ABT immediately before Closing. (h) The Seller shall have received all of the Related Agreements. Notwithstanding the foregoing, in the event that any of documents required to be delivered to the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer Agreement. (or an Affiliate Buyer, as applicablei) the right Intentionally left blank. (j) Intentionally left blank. (k) Delivery to terminate (other than as the result Seller of the Seller’s default for which the preceding sentence in this clause (f) shall controlEscrow Agreement anticipated by Section 3(b), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and executed by all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versathereto.