Common use of Conditions to Buyer’s Obligation to Close Clause in Contracts

Conditions to Buyer’s Obligation to Close. Buyers' obligation to consummate the transactions contemplated hereby will be subject to the following conditions to be satisfied on or prior to the Closing Date: (a) Each Seller will cause the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller to be delivered; (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed in blank in the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Shares; (c) Delivery by Sellers of copies of all court orders and rulings handed down since the date any Seller owned any capital stock of the Company that in any way affect the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereof; (d) Sellers shall transfer the Shares to Buyers free and clear of all liens, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens on the Shares; (e) Delivery by Sellers of an Opinion of Counsel substantially in the form as the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL"); (f) Delivery by Sellers of a list containing the names of all the persons or entities who have Owned any of the Shares, beginning from the date any Seller Owned any Shares to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS".

Conditions to Buyer’s Obligation to Close. Buyers' Buyer’s obligation to consummate the transactions contemplated hereby will be Transactions is subject to the satisfaction or waiver by Buyer of each of the following conditions to be satisfied on at or prior to the Closing Datebefore Closing: (a) Each Seller will cause Parties’ representations and warranties in Article 5 and Article 6 that are qualified by a reference to “material,” “Material Adverse Effect,” or other materiality qualifications must be true and correct in all respects on the original stock certificate(s) representing Closing Date with the Shares ownedsame force and effect as though made on the Closing Date, directly except to the extent that the representation or indirectlywarranty is expressly limited to a specific date, beneficially in which case the representation and warranty need only be correct as of the specified date. Seller Parties’ other representations and warranties in Article 5 and Article 6 must be true and correct in all material respects on the Closing Date as though made on the Closing Date, except to the extent that the representation or otherwisewarranty is expressly limited to a specific date, by that Seller to in which case the representation and warranty need only be delivered;correct in all material respects as of the specified date. (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed Parties must have performed and complied in blank in all material respects with all of the form of EXHIBIT Bother agreements, in proper form covenants, and obligations required under this Agreement to be delivered (collectively, the "ASSIGNMENTS") for the Shares;performed or complied with by Seller Parties at or before Closing. (c) Delivery by Sellers of copies of all court orders Seller Parties must have executed the Third Amended and rulings handed down since the date any Seller owned any capital stock Restated Operating Agreement of the Company that in any way affect the Shares, a list form attached as Exhibit A (the “Amended and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereof;Restated Operating Agreement”). (d) Sellers shall transfer Seller must have delivered a certificate executed by the Shares Secretary or another officer or manager of Seller certifying as true, correct and complete: (A) copies of the Organizational Documents (as amended through the Closing) of Seller and the Company certified (with respect to Buyers free their Articles of Organization and clear any amendments thereto only) by the Oregon Secretary of all liensState as the true, claims correct and encumbrances complete copies thereof; and (B) a copy of any nature whatsoever requisite member and shall deliver manager approval of Seller, evidencing the approval of this Agreement, the other Transaction Documents to Buyers UCC termination statements which Seller or the Company are a party, and other releases, satisfactory to Buyers, to evidence the release of such liens on the Shares;Transactions contemplated by this Agreement. (e) Delivery by Sellers of an Opinion of Counsel substantially (i) the Company and Xxxxxxx must have entered into a consulting agreement in the form attached as the one attached hereto as EXHIBIT C Exhibit B-1 (the "OPINION OF COUNSEL"“Xxxxxxx Consulting Agreement”);, and (ii) the Company and Achak must have entered into an employment agreement in the form attached as B-2 (the “Achak Employment Agreement”). (f) Delivery Seller must have caused the Company to terminate (i) the Employment Agreement, dated September 22, 2017, as amended as of January 1, 2018, between the Company and Achak (the “Termination Agreement of Achak Employment Agreement”), which termination is in the form attached as Exhibit C-1; and (ii) the Employment Agreement, dated September 22, 2017, as amended as of January 1, 2018, between the Company and Xxxxxxx (the “Termination Agreement of Xxxxxxx Employment Agreement”), which termination is in the form attached as Exhibit C-2. (g) The Company and each of Xxxxxxxx Xxxxxxxx and Xxxx Xxxxxxx must have entered into Amendments to Supplemental Compensation Plan Agreements in the form attached as Exhibit E-1 and E-2 respectively. (h) Each Seller Party must have delivered to Buyer a certificate, duly executed by Sellers of a list containing such Seller Party, certifying that the names of all the persons or entities who conditions specified in Section 8.1(a) and Section 8.1(b) with respect to such Seller Party have Owned any of the Sharesbeen fulfilled. (i) Seller must have delivered to Buyer copies of, beginning from the date any Seller Owned any Shares to in each case dated not earlier than three (3) Business Days before the Closing Date, including all sales, purchases, transfers, gifts, pledges a certificate of existence for the Company and encumbrances made on Seller from the Shares, a copy Secretary of which are attached hereto as SCHEDULE 8(F) and made a part hereof; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock State of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing State of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder;Oregon. (j) Payment of All applicable waiting periods (including any applicable extensions) under the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J);HSR Act must have expired or otherwise been terminated. (k) Assignment of all original warrants issued to any Seller to purchase shares There must be no Action challenging the Transactions or Order in effect restraining, enjoining, prohibiting, invalidating, or otherwise preventing the consummation of the Company to the Spousal Parties;Transactions. (l) Delivery by LaSalle Bank The relevant parties to each of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan Transaction Documents (other than Buyer or any of its Affiliates) must have signed and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260;delivered those Transaction Documents. (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction Buyer shall have received resignations of the Marital Settlement Agreement between Craig Siegler directors and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf officers of the purchase agreement between Craig Siegler and Howard Alper; andCompany. (n) Delivery ox xxxx xxxxx certixxxxxxxSeller must have delivered to Buyer a Payoff and Termination Letter from each of Monroe Capital Corporation SBIC, xxxtruments LP and agreements Monroe Capital Partners Fund II, LP in the form agreed upon by the Parties and such lenders. (o) Seller must have delivered to Buyer proof acceptable to Buyer that the FCR, LLC Nonqualified Deferred Compensation Plan dated as Buyers deem reasonably necessary of December 31, 2016 has been terminated in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) such that no amounts so distributed are subject to carry out the purposes of this Agreementany tax or interest imposed under Treas. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"Reg. §1.

Conditions to Buyer’s Obligation to Close. Buyers' The obligation of Buyer to consummate the transactions contemplated hereby will be Transaction is subject to satisfaction of the following conditions to be satisfied on or prior to the Closing Dateconditions: (a) Each Seller will cause All representations and warranties made herein by Sellers shall have been true and correct in all material respects when made and are true and correct in all material respects as of the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller to be deliveredClosing Date; (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed in blank in On or before the form Closing Date, Sellers shall have materially complied with and satisfied all covenants and agreements contained herein and materially performed all acts required of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Sharesthem by this Agreement; (c) Delivery Neither the Business nor the Assets shall have been materially and adversely affected by Sellers fire, explosion, earthquake, flood or other act of copies of all court orders and rulings handed down since the date any Seller owned any capital stock God, by acts of the Company that in any way affect the SharesUnited States, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereofother governmental authority or public enemy or by embargo, riot, civil disturbance or declared or undeclared war; (d) Sellers All required consents by third parties, if any, and by all other persons shall transfer the Shares to Buyers free and clear of all liens, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens on the Shareshave been obtained; (e) Delivery by At the Closing, Sellers (or those Sellers with an ownership interest in such) deliver a xxxx of an Opinion of Counsel substantially in sale conveying the form as Equipment and the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL")Panama City Building to Buyer; (f) Delivery by Sellers of a list containing At the names of all the persons or entities who have Owned any Closing, Xxxxxxx delivers an assignment of the Shares, beginning from the date any Seller Owned any Shares Lease to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereofBuyer; (g) Delivery by At the Closing, Sellers of a Non-Competition Agreement, Non-Solicitation deliver the certificates and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"documents set forth on Schedule 8.02(g); (h) Delivery by At the Closing, Sellers of deliver termination documents, in a Release form or forms acceptable to the Buyer, with respect to the franchise agreements referenced in Section 1.01(g) hereof and the form attached hereto as EXHIBIT E (collectively, the "RELEASE")Area Development Agreement referenced in Section 1.01(h) hereof; (i) If Linda Siegler desires At the Closing, Xxxxxxx delivers the Deeds conveying the Real Estate to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunderBuyer; (j) Payment of All actions to be taken by Sellers in connection with consummating the amounts Transaction and all documents required herein to be delivered by Sellers or any other person in connection with consummating the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J);Transaction will be reasonably satisfactory in form to Buyer; and (k) Assignment of all original warrants issued to any Seller to purchase shares of Buyer shall have completed the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan physical inventory inspection and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed valuation described in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"Section 2.02 hereof.

Conditions to Buyer’s Obligation to Close. Buyers' The obligation of Buyer to consummate take the transactions contemplated hereby will actions required to be taken by it at the Closing is subject to the satisfaction or waiver, in whole or in part, in Buyer’s reasonable discretion, of each of the following conditions to be satisfied on at or prior to before the Closing DateClosing: (a) Each The representations and warranties of the Seller Parties contained in this Agreement that are qualified by materiality will cause be true and correct and the original stock certificate(s) representing representations and warranties of the Shares ownedSeller Parties that are not so qualified will be true and correct in all material respects on and as of the Closing with the same force and effect as if made on and as of the Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, directly or indirectly, beneficially or otherwise, by that Seller to in which case such representations and warranties will be deliveredtrue and correct as of such earlier date); (b) Each The Seller Parties will cause an executed Assignment Separate From Certificate endorsed have performed and complied in blank all material respects with its agreements contained in this Agreement, except to the form extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Change,” in which case the Seller Parties will have performed and complied with all of EXHIBIT Bsuch covenants (as so written, including the term “material” or “Material”) in proper form to be delivered (collectively, all respects through the "ASSIGNMENTS") for the SharesClosing; (c) Delivery by Sellers of copies of all court orders and rulings handed down since Since the date of this Agreement, there will not have occurred and be continuing any Seller owned any capital stock of Material Adverse Change in the Company that in any way affect Acquired Assets, the SharesExecutive Goodwill, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereofor the Business; (d) Sellers shall transfer Each Seller Party will have delivered each of the Shares to Buyers free and clear of all liensagreements, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements certificates, instruments, and other releases, satisfactory documents that each is obligated to Buyers, deliver pursuant to evidence the release of Section 2.2 and such liens on the Sharesdocumentation will be in full force and effect; (e) Delivery by Sellers of an Opinion of Counsel substantially in All Encumbrances on the form as Acquired Assets and/or the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL");Executive Goodwill will have been satisfied and released before Closing; and (f) Delivery by Sellers of a list containing Buyer will have completed, to Buyer’s sole satisfaction, all tasks reasonably necessary to ensure Buyer has the names of information technology infrastructure in place to transition the Acquired Assets to Buyer and that all the persons electronic Records have or entities who have Owned any of the Shares, beginning from the date any Seller Owned any Shares will be transferred to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company Buyer as of the Closing Date as set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"Effective Date.

Conditions to Buyer’s Obligation to Close. Buyers' obligation The obligations of Buyer to consummate the transactions contemplated hereby will herein shall be subject to the fulfillment of the following conditions to ("Buyer's Conditions"), any of which may be satisfied on or prior to the Closing Datewaived by Buyer in its sole and absolute discretion: (a) Each The representations and warranties of Seller will cause made herein shall be true and correct in all material respects, Seller shall have performed all covenants and agreements made herein and Seller shall have delivered to Buyer or deposited into escrow all of the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller closing documents required pursuant to be delivered;Section 8.3 hereof. (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed in blank in Buyer's receipt of the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Shares;required Tenant Executed Estoppels. (c) Delivery An unconditional and irrevocable agreement by Sellers the Title Company to issue the Title Policy (subject to payment of copies of all court orders and rulings handed down since the date any Seller owned any capital stock of the Company that in any way affect the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereof;required title premiums). (d) Sellers shall transfer Delivery of possession of the Shares Property to Buyers free and clear of all liens, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens Buyer on the Shares;Closing Date subject only to the Conditions of Title and to the rights of the tenants under the Leases, as tenants only. (e) Delivery by Sellers As of the Closing Date, no Major Tenant shall have (a) filed a petition in bankruptcy, (b) been adjudicated insolvent or bankrupt, (c) petitioned a court for the appointment of any receiver of or trustee for it or any substantial part of its property, (d) commenced any proceeding under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, (e) become the subject of an Opinion involuntary bankruptcy petition, (f) vacated its leased premises (other than Lxxx'x Home Centers, Inc.), or (g) had its Lease terminated. There shall not have been commenced and be pending against any Major Tenant any proceeding of Counsel substantially the nature described in the form as first sentence of this subparagraph. No order for relief shall have been entered with respect to any Major Tenant under the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL");Federal Bankruptcy Code. (f) Delivery to Buyer of evidence that any existing management agreement and/or leasing agreement entered into by Sellers Seller with respect to the Property has been terminated or will be terminated as of a list containing the names of all Closing Date. In the persons or entities who have Owned event any of the Shares, beginning from the date any Seller Owned any Shares to Buyer's Conditions shall not be satisfied as of the Closing Date, including all salesBuyer shall have the right to terminate this Agreement by giving written notice to Seller and receive a return of the Deposit and any amount owing under Section 16.2 hereof, purchases, transfers, gifts, pledges and encumbrances made whereupon neither party shall have any further rights or obligations hereunder except for any provisions of this Agreement that expressly survive termination. If Buyer fails to terminate this Agreement on the SharesClosing Date, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock all of the Company (the "SPOUSAL SHARES") held Buyer's Conditions shall be deemed satisfied or waived by her Buyer, and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares Buyer shall be obligated to Buyers perform its obligations under this Agreement or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank be deemed to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"default hereunder.

Conditions to Buyer’s Obligation to Close. Buyers' Buyer’s obligation to consummate the transactions contemplated hereby will to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions to be satisfied on (Buyer may waive any condition specified in this Section (with the exception that Buyer may not waive any condition set forth in Section 6(f) or 6(g) without the prior written consent of TCA) if it executes a writing so stating at or prior to the Closing Date:or otherwise proceeds with the Closing): (a) Each Seller will cause the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller All terms of this Agreement to be deliveredcomplied with and performed by Sellers and each Seller on or before the Closing Date (but prior to the Closing) shall have been complied with and performed; (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed All representations and warranties set forth in blank Section 2(a) and Section 3, above, shall be true and correct in all respects at and as of the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the SharesClosing Date; (c) Delivery by Sellers of copies of Target shall have procured all court orders and rulings handed down since the date any Seller owned any capital stock of the Company that third-party consents specified in any way affect the SharesSection 4(b), a list above, as applicable, which must be final and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereofnon-appealable; (d) Sellers There shall transfer the Shares to Buyers free and clear of all liens, claims and encumbrances of not have occurred any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens on the SharesMaterial Adverse Effect; (e) Delivery by Sellers shall have executed and delivered to Buyer a certificate to the effect that each of an Opinion of Counsel substantially the conditions set forth in the form as the one attached hereto as EXHIBIT C Section 6(a) – (the "OPINION OF COUNSEL"d), above, is satisfied in all respects; (f) Delivery by Sellers of a list containing shall have executed and delivered to Buyer and TCA the names of all the persons or entities who have Owned any of the Shares, beginning from the date any Seller Owned any Shares to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereofSubordination Agreement; (g) Delivery by Sellers of shall have executed and delivered to Buyer and TCA a Non-Competition Agreement, Non-Solicitation certification (substantially and Confidentiality Agreement materially in the form attached hereto requested by TCA or its counsel), dated as EXHIBIT D (collectivelyof the Closing Date, confirming and acknowledging that the "NON-COMPETITION AGREEMENT")sale of the Target Shares as contemplated by this Agreement has closed and that the Target Shares have been effectively transferred to Buyer as of the Closing Date; (h) Delivery by Sellers of a Release With respect to the $5,000,000 Revolving Note that Buyer heretofore issued to TCA, TCA shall have extended the Revolving Loan Maturity Date (as defined in the form attached hereto as EXHIBIT E (collectively, Credit Agreement) by an additional 18 months from the "RELEASE")date hereof; (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock Buyer shall have obtained all of the Company following from TCA: (i) the "SPOUSAL SHARES"written consent of TCA to consummate the transactions contemplated by this Agreement, and (ii) held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties all of the Spousal Shares financing Buyer needs in order to Buyers or others pursuant consummate the transactions contemplated by this Agreement, all on terms and conditions reasonably satisfactory to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunderBuyer; (j) Payment No Proceeding shall be pending or threatened before any Governmental Authority in which an unfavorable injunction, judgment, order, decree, ruling or charge would prevent consummation of any of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J)transactions contemplated by this Agreement; (k) Assignment of all original warrants issued to any Seller to purchase shares Buyer shall have received the written resignations, effective as of the Company to the Spousal PartiesClosing, of each director of Target other than Lxxxxxxx Xxxxxx, Rxxxxxx Satin and Ixxxx X. Xxxxxx, if any; (l) Delivery by LaSalle Bank The Sellers shall have delivered to Buyer a signed copy of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260Management Agreement; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be Sellers shall have delivered to Buyer UCC-3 releases or similar termination statements with respect to all Liens filed against any of the Target Shares or any of the assets or properties of Target; (in) the Receiver on behalf Sellers shall have delivered to Buyer landlord estoppel certificates in respect of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, each Lease for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX commercial premises on which Target’s business currently operates, each in satisfaction of the Marital Settlement Agreement between Craig Siegler form and Linda Siegler substance satisfactory to Buyer and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alperits counsel; and (no) Delivery ox xxxx xxxxx certixxxxxxxSellers shall have executed and delivered all other certificates, xxxtruments instruments and agreements as Buyers deem other documents reasonably necessary to carry out required by Buyer in connection with the purposes consummation of the transactions contemplated by this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS".

Conditions to Buyer’s Obligation to Close. Buyers' Buyer’s obligation to consummate the transactions contemplated hereby will to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions to be satisfied on (Buyer may waive any condition set forth in this Section if Buyer executes a writing so stating at or prior to the Closing Date:or otherwise proceeds with the Closing): (a) Each Seller will cause the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller All terms of this Agreement to be deliveredcomplied with and performed by Seller on or before the Closing Date (but prior to the Closing) shall have been complied with and performed; (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed All representations and warranties set forth in blank Sections 2(a) and 3 shall be true and correct in all respects at and as of the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the SharesClosing Date; (c) Delivery by Sellers of copies of Seller shall have procured all court orders and rulings handed down since the date any Seller owned any capital stock of the Company that third-party consents specified in any way affect the SharesSection 4(b), a list as applicable, which must be final and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereofnon-appealable; (d) Sellers There shall transfer not have occurred any event, occurrence, change, effect, development, circumstance, or condition that, individually or in the Shares aggregate, has had or could be reasonably expected to Buyers free and clear of all liens, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens have a material adverse effect on the Sharesbusiness prospects of Target; (e) Delivery Buyer shall have obtained the following from TCA Global Credit Master Fund, LP (“TCA”): (i) the written consent of TCA to consummate the transactions contemplated by Sellers this Agreement, and (ii) all of an Opinion the financing Buyer needs in order to (x) consummate the transactions contemplated by this Agreement and (y) finance the reasonable working capital needs of Counsel substantially in Target during the form as the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL")initial start-up phase, all on terms and conditions reasonably satisfactory to Buyer; (f) Delivery by Sellers No action, suit, proceeding, hearing, charge, complaint, claim or demand (“Proceeding”) shall be pending or threatened in which an unfavorable injunction, judgment, order, decree, ruling or charge would prevent consummation of a list containing the names of all the persons or entities who have Owned any of the Shares, beginning from the date any Seller Owned any Shares to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereoftransactions contemplated by this Agreement; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT")[OMITTED]; (h) Delivery by Sellers Seller shall have executed and delivered to Buyer and Target an executed copy of a Release in the form attached hereto as EXHIBIT E Employment Agreement (collectivelywith Seller’s signatures, the "RELEASE"including on behalf of Seller and on behalf of Target);; and (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock Seller shall have executed and delivered all other certificates, statements, instruments and other documents reasonably required by Buyer in connection with the consummation of the Company (the "SPOUSAL SHARES") held transactions contemplated by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS".

Conditions to Buyer’s Obligation to Close. Buyers' The obligation of Buyer to consummate the transactions contemplated hereby will shall be subject to the satisfaction (or waiver by Buyer), at or before the Closing, of each of the following conditions conditions: (a) Seller shall have performed in all material respects each of the covenants and obligations required under this Agreement to be satisfied on performed by it at or prior to the Closing Date: (a) Each and each of the representations and warranties of Seller will cause set forth in Article 4 or the original stock certificate(s) representing Ancillary Documents or any certificate delivered pursuant to this Agreement or any of the Shares ownedAncillary Documents shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of such times, directly except that any representation or indirectly, beneficially or otherwise, warranty that by that Seller its terms is stated to be deliveredtrue as of a particular date need be true and correct in all material respects only as of such date; provided that any such representation or warranty that by its terms is qualified by a materiality standard or a Material Adverse Effect qualification shall not be further qualified by the above reference to “all material respects.” Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by the President or Chief Financial Officer of Seller, as to the satisfaction of the above conditions (the “Seller Closing Certificate”); (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed shall have delivered to Buyer the Closing documents referred to in blank in the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the SharesSection 3.2; (c) Delivery by Sellers of copies of all court orders and rulings handed down since the date any Seller owned any capital stock Each of the Company that in any way affect the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereofRequired Third Party Consents shall have been obtained; (d) Sellers Within 20 days after the date of this Agreement, Seller, at Buyer’s sole cost and expense, shall transfer have obtained and delivered to Buyer a preliminary report on title to the Shares Owned Real Property as of a date subsequent to Buyers free the date of this Agreement, issued by the Title Company, which preliminary report shall contain a commitment (the “Title Commitment”) of the Title Company to issue an owner’s title insurance policy at Buyer’s cost as Buyer may reasonably require (the “Title Policy”) insuring the fee simple absolute interest of Buyer in the Owned Real Property. The Title Commitment shall be in such amount as Buyer and clear of all liens, claims and encumbrances of any nature whatsoever Seller shall mutually agree and shall deliver be subject only to Buyers UCC termination statements the standard printed exceptions and other releases, satisfactory Permitted Liens. The Title Company shall have issued or unconditionally committed at Closing to Buyers, issue to evidence Buyer the release of such liens on Title Policy in accordance with the SharesTitle Commitment; (e) Delivery Seller, at Buyer’s sole cost and expense, shall have obtained and delivered to Buyer prior to the Closing Date a survey of the Owned Real Property as of a date subsequent to the date of this Agreement which shall: (i) be prepared by Sellers a registered land surveyor reasonably acceptable to Buyer; (ii) be certified to the Title Company and to Buyer and (iii) show with respect to the Owned Real Property: (A) the legal description of an Opinion of Counsel substantially in the form Owned Real Property (which shall be the same as the one attached hereto as EXHIBIT C Title Policy pertaining thereto), (B) all buildings, structures and improvements thereon and all restrictions of record and other restrictions that have been established by an applicable zoning or building code or ordinance and all easements or rights of way across or serving the "OPINION OF COUNSEL"Owned Real Property (including any off-site easement affecting or appurtenant thereto), (C) no encroachments upon the Owned Real Property or adjoining parcels by buildings, structures or improvements and no other survey defects, (D) access to such parcel from a public street and (E) a flood certification reasonably satisfactory to Buyer to the effect that no portion of the Owned Real Property is located within a flood hazard area; (f) Delivery by Sellers Buyer shall have received evidence reasonably acceptable to Buyer of a list containing the names release and termination of all the persons or entities who have Owned each Lien on any of the SharesTransferred Assets, beginning from the date any Seller Owned any Shares to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof;except Permitted Liens; and (g) Delivery by Sellers Buyer shall have received an appraisal or valuation of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of not less than $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, 20,000,000 for the transfer of Transferred Assets from an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem independent appraisal or valuation firm reasonably necessary acceptable to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"Seller.

Conditions to Buyer’s Obligation to Close. Buyers' Buyer’s obligation to consummate the transactions contemplated hereby will to be performed by it in connection with the Closing is subject to satisfaction of the following conditions conditions: (a) All representations and warranties of the Seller set forth in this Agreement shall be true and correct, in each case as of the date hereof and as of the Closing Date as though made as of the Closing Date, except to the extent such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date). Buyer shall have received a certificate of the Seller, signed by a duly authorized officer of Seller, to such effect. (b) Seller shall have performed in all respects its obligations required to be satisfied performed under this Agreement on or prior to the Closing Date: (a) Each Seller will cause the original stock certificate(s) representing the Shares owned. Buyer shall have received a certificate of Seller, directly or indirectlysigned by a duly authorized officer of Seller, beneficially or otherwise, by that Seller to be delivered; (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed in blank in the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Shares;such effect. (c) Delivery by Sellers of copies of all court orders and rulings handed down since Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or could be expected to have a Material Adverse Effect, and no law shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller owned any capital stock as of the Company that Closing Date, which, in any way affect such case, in the Sharesreasonable judgment of Buyer, challenges, or might result in a list and summary challenge to, the consummation of the transactions contemplated hereby, or which are attached hereto claims, or might give rise to a claim for, damages against Buyer as SCHEDULE 8(C) and made a part hereof;result of the consummation of such transactions. (d) Sellers All consents set forth on Schedule 6.3(g) shall transfer the Shares to Buyers free have been obtained and clear of all liens, claims be in full force and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens on the Shares;effect. (e) Delivery by Sellers of an Opinion of Counsel substantially in Buyer shall have received all files related to the form as Deposit Accounts, the one attached hereto as EXHIBIT C (customers, and the "OPINION OF COUNSEL");program managers related to the Business. (f) Delivery by Sellers of a list containing the names of all the persons or entities who have Owned any of the Shares, beginning from Within 30 days following the date any of this Agreement, Buyer may terminate this Agreement if Buyer has not reached reasonably acceptable arrangements with the employees listed on Schedule 6.1(f) regarding their continued employment with the Business after the Closing. This condition shall be deemed waived if Buyer fails to give written notice of such termination to Seller Owned any Shares within this 30-day period. (g) Seller shall have performed in all material respects all obligations required to be performed by Seller under this Agreement at or prior to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on . In the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock event that any of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as conditions precedent set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any above have not been satisfied, Buyer shall notify Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered writing indicating its election to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrexwaive such condition precedent, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf terminate this Agreement pursuant to Section 8.1, or (iii) close the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of transactions contemplated by this Agreement. The Escrow Agreement, the Assignmentsreserving its rights and remedies, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"without waiving such condition precedent.

Conditions to Buyer’s Obligation to Close. Buyers' The obligation of Buyer ----------------------------------------- to consummate close hereunder, purchase the transactions contemplated hereby will Assets and pay the purchase price therefor shall be subject to the satisfaction or waiver by Buyer of the following conditions to be satisfied on at or prior to the Closing DateClosing: (a) Each Seller will cause shall have delivered to Buyer each of the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller to be delivereddocuments and instruments specified in Section 4.2 hereof; (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed There shall be no action, suit, investigation or proceeding pending or threatened before or by any court or governmental or regulatory authority against Seller, Buyer or any of their respective affiliates, officers or directors seeking to restrain, prevent or change the transactions contemplated hereby, questioning the validity or legality of any of such transactions or seeking damages in blank in the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Sharesconnection with any such transactions; (c) Delivery by Sellers of copies of all court orders and rulings handed down since Since the date any Seller owned any capital stock of execution of this Agreement, no material adverse change shall have occurred in or to the Company that in any way affect Assets, the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereofAssumed Contracts or Seller's business; (d) Sellers shall All necessary or appropriate consents, authorizations and approvals of third parties to the transfer the Shares to Buyers free and clear of all liens, claims and encumbrances Buyer of any nature whatsoever of the Assets or Assumed Contracts, including all those set forth on Schedule 5.4(b) and Schedule --------------- -------- 5.14 hereto, shall deliver have been obtained and delivered to Buyers UCC termination statements Buyer and other releasesall necessary ---- or appropriate governmental consents, satisfactory authorizations and approvals of any applicable governmental agency or authority, including all those set forth on Schedule 5.4(b) and Schedule 5.14 hereto, shall have been --------------- ------------- obtained and delivered to Buyers, to evidence the release of such liens on the SharesBuyer; (e) Delivery by Sellers of Xxxxxxx Xxxxxxxx shall have entered into an Opinion of Counsel employment agreement with Buyer on substantially the terms and conditions set forth in the Exhibit E and --------- otherwise in form as the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL")and substance satisfactory to Buyer and shall have entered into confidentiality, proprietary inventions and non-compete agreements with Buyer in form and substance satisfactory to Buyer; (f) Delivery by Sellers of a list containing Xxxxx Xxxxxxxx shall have entered into an employment agreement with Buyer on substantially the names of all the persons or entities who terms and conditions set forth in Exhibit F and --------- otherwise in form and substance satisfactory to Buyer and shall have Owned any of the Sharesentered into confidentiality, beginning from the date any Seller Owned any Shares proprietary inventions and non-compete agreements with Buyer in form and substance satisfactory to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereofBuyer; (g) Delivery The individuals specified on Schedule 8.1(c) shall have agreed to --------------- be employed by Sellers of a NonBuyer on the terms set forth in Section 8.1 (c) and on Schedule 8.1(c) and shall have entered into --------------- confidentiality, proprietary inventions and non-Competition Agreement, Non-Solicitation compete agreements with Buyer in form and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT");substance satisfactory to Buyer; and (h) Delivery by Sellers of a Release Seller shall be in the form attached hereto as EXHIBIT E (collectivelycompliance in all material respects with all terms, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her covenants and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes conditions of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS".

Conditions to Buyer’s Obligation to Close. Buyers' The obligation of Buyer to consummate the transactions contemplated hereby will be by this Agreement is subject to the fulfillment of the following conditions to be satisfied on or prior to as of the Closing Date: (a) Each Seller will cause the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller to The representations and warranties set forth in Article III and Article IV hereof shall be deliveredtrue and correct in all respects; (b) Each The Company and Seller will cause an executed Assignment Separate From Certificate endorsed shall have performed and complied in blank in all material respects with all of the form of EXHIBIT B, in proper form covenants and agreements required to be delivered (collectivelyperformed by each of them under this Agreement on or prior to the Closing, including, without limitation, the "ASSIGNMENTS") for simultaneous transfer of all the Sharesoutstanding Company Stock; (c) Delivery All consents and approvals by Sellers third parties listed on Schedule 3.2 attached hereto shall have been obtained, all on terms and conditions no less favorable to the Company than those in existence as of copies of all court orders and rulings handed down since the date any Seller owned any capital stock of the Company that in any way affect the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereof; (d) Sellers shall transfer the Shares to Buyers free All governmental and clear of all liensregulatory filings, claims authorizations and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements approvals and other releases, satisfactory Licenses that are required for the transfer of the Company Stock to Buyers, to evidence Buyer and the release consummation of such liens on the Sharestransactions contemplated hereby shall have been duly made and obtained; (e) Delivery No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by Sellers this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of an Opinion Buyer to own or operate the Company, and no judgment, decree, injunction, order or ruling shall have been entered which has any of Counsel substantially in the form as the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL")foregoing effects; (f) Delivery by Sellers of a list containing the names of all the persons or entities who have Owned any All of the Sharesdirectors of the Company shall have resigned effective as of the Closing Date; (g) Since December 31, beginning from 2017, there shall have been no event, transaction, condition or change which has had or could reasonably be expected to have a Material Adverse Effect; (h) The Company shall have delivered to Buyer payoff letters with respect to all Indebtedness outstanding as of the date Closing and releases of any and all Liens held by third parties shall have been obtained; (i) Seller Owned any Shares and the Company shall have executed such other Transaction Documents to which it is a party and shall have delivered each such Transaction Document to Buyer and each of the other parties thereto, and each such Transaction Document will be in full force and effect; (j) On or prior to the Closing Date, including all salesSeller shall have delivered or caused to be delivered to Buyer, purchases, transfers, gifts, pledges and encumbrances made on each of the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE");following: (i) If Linda Siegler desires to sell an aggregate copies of up to 250,000 xxxxxx xx Xxxmon Stock all third party, governmental and regulatory consents, approvals, filings, releases, terminations, payoff letters, etc., required in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (ii) certified copies of the certificate of incorporation and by-laws of the Company (and the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties resolutions of the Spousal Shares to Buyers or others pursuant to a purchase agreement (Company’s board of directors authorizing the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with execution, delivery and performance of this Agreement and the Closing hereunderother Transaction Documents and approving the consummation of the transactions contemplated hereby and thereby; (jiii) Payment certificates of the amounts appropriate official of the Sellers owe jurisdiction in which the Company is incorporated and any other state in which the Company does business, stating that such Company is in good standing, qualified to do business or the equivalent as of immediately prior to the Closing Date Date; (iv) a certificate from an officer of the Company representing the Company’s compliance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) that the Company is not a “United States real property holding corporation” as set forth on SCHEDULE 8(J);defined under Section 897 of the Code; and (v) such other documents or instruments as Buyer may reasonably request to effectuate the transactions contemplated hereby. (k) Assignment No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of all original warrants issued to any Seller to purchase shares federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the Company transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the Spousal Parties;foregoing effects; and (l) Delivery All proceedings to be taken by LaSalle Bank the Company and Seller in connection with the consummation of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan Closing Transactions and file the other transactions contemplated hereby and all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank certificates, instruments and other documents required to be delivered by Seller to (i) effectuate the Receiver on behalf transactions contemplated hereby reasonably requested by Buyer shall be reasonably satisfactory in form and substance to Buyer. Any condition specified in this Section 2.5 may be waived by Buyer; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by Buyer or unless Buyer agrees in writing to consummate the transactions contemplated by this Agreement without fulfillment of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"such condition.

Conditions to Buyer’s Obligation to Close. Buyers' The obligation of Buyer to consummate and effect the transactions contemplated hereby will purchase of the Acquired Assets pursuant to this Agreement shall be subject to the following conditions to be satisfied on or prior to the Closing Dateconditions, unless waived by Buyer: (a) Each Seller will cause the original stock certificate(s) representing the Shares ownedshall have performed in all material respects all agreements, directly or indirectlyacts and covenants, beneficially or otherwiseand shall have satisfied, in all material respects, all conditions and obligations, required by that Seller this Agreement to be delivered;performed or satisfied by Seller at or prior to the Closing, including making the deliveries required by Section 9.2. (b) Each All representations and warranties of Seller will cause an executed Assignment Separate From Certificate endorsed herein shall have been true and correct in blank in the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Shares; (c) Delivery by Sellers of copies of all court orders material respects on and rulings handed down since the date any Seller owned any capital stock of the Company that in any way affect the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereof; (d) Sellers shall transfer the Shares to Buyers free and clear of all liens, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens on the Shares; (e) Delivery by Sellers of an Opinion of Counsel substantially in the form as the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL"); (f) Delivery by Sellers of a list containing the names of all the persons or entities who have Owned any of the Shares, beginning from the date any Seller Owned any Shares to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof; (g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT"); (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as though made on, as of and with reference to such date and Buyer shall have received a certificate of Seller dated the Closing Date to such effect signed by a duly authorized officer of Seller. (c) All Approvals required to be obtained by Seller in connection with the sale of the Acquired Assets, including consents from the Lessor to the assumption and amendment of the term of the Shrewsbury Lease, shall have been obtained. (d) All necessary actions shall have been taken to duly and validly assign to Buyer, all Seller’s right, title and interest in any and all trademarks, service marks, trade names, copyrights, and patents and pending patent, trademark, service xxxx and copyright applications. (e) Buyer shall have entered into employment agreements with each of Xxxxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxx in substantially the form set forth on SCHEDULE 8(J);in Exhibit B, which agreements shall be in full force and effect immediately after the Closing. (kf) Assignment There shall be no injunction or restraining order prohibiting consummation of the transaction or any pending or threatened court action or proceeding challenging the consummation of the transaction seeking to restrain the transaction or asserting its illegality. (g) Seller shall have executed and delivered to Buyer all original warrants issued documents necessary to any convey effectively title to the Acquired Assets to Buyer as contemplated by this Agreement. (h) Seller shall have executed and delivered to Buyer all documents necessary to amend its Articles of Organization to change the name of Seller to purchase shares of a name which is reasonably satisfactory to Buyer and which is not similar to Seller’s existing corporate name, the Company rights to the Spousal Parties;which are being transferred hereunder. (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf Buyer shall have obtained approval of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer its board of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release directors and the Glazer Purchase Agreement shall hereinafter be referred board of directors of ART to as the "REXXXXX DOCUMENTS"transactions contemplated hereunder.

Conditions to Buyer’s Obligation to Close. Buyers' The obligation of Buyer to purchase and pay for the Assets at Closing and assume the Assumed Liabilities at Closing, and to consummate the other transactions contemplated hereby will be hereby, is subject to the satisfaction (or waiver by Buyer, in Buyer's sole discretion) as of Closing of each of the following conditions conditions: (a) All representations and warranties of Seller in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on the Closing Date. (b) Since the date of this Agreement, there shall not have been any condition, circumstance, event or occurrence existing or occurring that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Assets, taken as a whole, or the financial condition, prospects or results of operations of the Business or Seller's ability to consummate any of the transactions contemplated herein. (c) Seller shall have observed and performed in all material respects all covenants and agreements required by this Agreement to be satisfied observed or performed by Seller on or prior to the Closing Date: (a) Each Seller will cause the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller to be delivered; (b) Each Seller will cause an executed Assignment Separate From Certificate endorsed in blank in the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Shares; (c) Delivery by Sellers of copies of all court orders and rulings handed down since the date any Seller owned any capital stock of the Company that in any way affect the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereof;. (d) Sellers Seller shall transfer have delivered to Buyer a certificate dated the Shares to Buyers free Closing Date, executed by a duly authorized officer of Seller, certifying the matters set forth in Section 7.1(a), 7.1(b) and clear of all liens, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens on the Shares;7.1(c). (e) Delivery by Sellers Seller shall have delivered (or caused to be delivered) to Buyer each of an Opinion of Counsel substantially the documents, instruments, agreements and other items contemplated in the form as the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL");this Agreement, including each item required to be delivered in accordance with Section 6.2. (f) Delivery by Sellers No injunction or order, writ, decree or judgment of a list containing any governmental authority of competent jurisdiction shall be in effect as of Closing that makes illegal, restrains or prohibits the names of all the persons or entities who have Owned any purchase and sale of the Shares, beginning from Assets or the date consummation of any Seller Owned any Shares to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof;other transaction contemplated by this Agreement. (g) Delivery No person shall have instituted an action or proceeding which shall not have been previously dismissed or made or threatened a claim (i) seeking to restrain, enjoin or prohibit the consummation of any of the transactions contemplated by Sellers this Agreement or (ii) asserting that such person is the owner (directly or indirectly), or has the right to acquire or obtain ownership (direct or indirect), of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in any material portion of the form attached hereto as EXHIBIT D (collectively, Assets or asserting that such person is entitled to all or any portion of the "NON-COMPETITION AGREEMENT");Purchase Price. (h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE"); (i) If Linda Siegler desires Buyer shall have obtained financing on terms reasonably acceptable to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder; (j) Payment of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J); (k) Assignment of all original warrants issued to any Seller to purchase shares of the Company to the Spousal Parties; (l) Delivery by LaSalle Bank of a letter to Buyers agreeing to release the 142,840 shares pledged as security for Craig Siegler's personal loan and file all necessary UCC-3 txxxxxxxxxx xxxxements upon receipt of $214,260; (m) Steven Siegler will cause an executed assignment or assignmexxx xxxxxxxx xrom certificate endorsed in blank to be delivered to (i) the Receiver on behalf of Linda Siegler the trusts created for Linda Siegler's childrex, Xxxx xxx Xatthew, for the transfer of an xxxxxxxxe of 800,000 xxares xx XXXX in satisfaction of the Marital Settlement Agreement between Craig Siegler and Linda Siegler and (ii) Howard Alper for thx xxxxxxxx xx 10,000 xxxxxx xx USRT in satisfactiox xf the purchase agreement between Craig Siegler and Howard Alper; and (n) Delivery ox xxxx xxxxx certixxxxxxx, xxxtruments and agreements as Buyers deem reasonably necessary to carry out the purposes of this Agreement. The Escrow Agreement, the Assignments, the Non-Competition Agreements, the Release and the Glazer Purchase Agreement shall hereinafter be referred to as the "REXXXXX DOCUMENTS"Buyer.