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

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation to consummate the purchase of the Shares hereunder is subject to the fulfillment, prior to or at the Closing, of each of the following conditions: a. The representations and warranties of the Seller were true and correct in all material respects when made and shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); b. The Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits the consummation of this Agreement and shall be in effect. d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages. e. The Seller shall have obtained in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation of Buyer to consummate and effect the purchase of the Shares hereunder is Assets pursuant to this Agreement shall be subject to the fulfillmentfollowing conditions, unless waived by Buyer: (a) Seller shall have performed in all material respects all agreements, acts and covenants, and shall have satisfied, in all material respects, all conditions and obligations, required by this Agreement to be performed or satisfied by Seller at or prior to or at the Closing, of each of including making the following conditions:deliveries required by Section 9.2. a. The (b) All representations and warranties of the Seller were true and correct in all material respects when made and herein that are not qualified by reference to materiality shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be have been true and correct in all material respects on and as of the Closing Date as though made on, as of and with reference to such earlier date);date and all representations and warranties of Seller herein that are qualified by reference to materiality shall have been true and correct on and 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 senior officer of Seller. b. The (c) All Approvals required to be obtained by Seller in connection with the sale of the Assets, including all clearances from all Governmental Authorities, shall have been obtained. (d) Seller shall have performed executed and complied with delivered to Buyer all obligations and covenants required by this Agreement documents necessary to be performed or complied with by it prior convey effectively title to or at the Closing in all material respects; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits the consummation of this Agreement and shall be in effect. d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking Assets to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages. e. The Seller shall have obtained in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions Buyer as contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a(e) All liens, encumbrances, claims against title, mortgages, and security interests of any type shall have been delivered to removed on all Assets. (f) Seller shall execute and deliver the BuyerSublease.

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation of Buyer to consummate the purchase of transactions to be performed by it in connection with the Shares hereunder Closing is subject to the fulfillment, prior to or at the Closingwaiver by Buyer, of each of the following conditions: a. The (a) the representations and warranties of Seller set forth in this Agreement and each of the Seller were true and correct in all material respects when made and other Transaction Documents shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such earlier representations and warranties had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date); b. The (b) each of the Seller Parties shall have performed and or complied with with, in all obligations material respects, all obligations, agreements, and covenants required by contained in this Agreement as to be performed which performance or complied with compliance by it such Seller Party is required prior to or at the Closing in all material respectsDate; c. To (c) the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction Reorganization shall have been enactedconsummated, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits effective prior to the consummation of this Agreement and shall be in effect.Closing; d. To (d) from the Seller’s knowledgeExecution Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be pending or threatened expected to result in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages.a Material Adverse Effect; e. The (e) Seller shall have obtained in a timely fashion any procured and provided Buyer with copies of all consentsRequired Consents; (f) Seller shall have delivered to Buyer written resignations, permits and waivers necessary or appropriate for consummation effective as of the transactions contemplated Effective Time, of any officers and employees of the Company requested by this Agreement.Buyer; f. The closing deliverables set forth (g) Buyer, in Section 3(aits sole and absolute discretion, shall be satisfied with the results of its due diligence investigation of the Company and the Business; and (h) Seller shall have been delivered to all the Buyerdocuments and items required under Section 3.03.

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation obligations of Buyer to consummate effect the purchase of the Shares hereunder is transactions contemplated in this Agreement are subject to the fulfillment, satisfaction on or prior to the Closing Date, or at the Closingwaiver by Buyer, of each of the following conditions:conditions (in each case on terms satisfactory to the Buyer acting reasonably): a. (a) The representations and warranties of Selling Shareholders and Asset Seller made in this Agreement shall be true and correct and not misleading in any material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be deemed made without giving effect to such standard, so that it is only qualified by materiality once rather than twice) when made and as of the Seller were Closing Date, except that those representations and warranties that address matters only as of a particular date shall remain true and correct in all material respects when made and (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true deemed made without giving effect to such standard, so that it is only qualified by materiality once rather than twice) as of such date. (b) Asset Seller and correct Selling Shareholders shall have performed or complied in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); b. The Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at by the time of the Closing (including, without limitation, compliance in all respects with the covenants set forth in Section 7.09 and 7.10, hereof). (c) All material respects; c. To approvals, consents and waivers that are required to effect the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction transactions contemplated hereby shall have been enactedreceived, enteredand executed counterparts thereof shall have been obtained by the Buyer. Notwithstanding the foregoing, promulgated or enforced by receipt of the consent of any court of governmental authority, which enjoins or prohibits the consummation of this Agreement and shall be in effect. d. To the Seller’s knowledge, there third party to assignment shall not be pending a condition to the Buyer’s obligation to close, provided that each of the consents and approvals from third parties set forth on Schedule 8.02(c) shall have been received in writing. After the Closing, Asset Seller will continue to comply with Section 7.11(a) hereof. (d) Completion to the Buyer’s satisfaction at least two (2) weeks prior to Closing of: (i) complete sales, customer service, marketing and customer due diligence; (ii) raw materials due diligence and engineering due diligence, encompassing material warranty, product warranty, product returns, technical field support services and completion of new material handling equipment evaluation; (iii)the legal due diligence; and (iv) any further due diligence items required by the providers of Buyer’s financing structure. (e) Selling Shareholder shall have delivered to Buyer (i) a certificate dated the Closing Date and signed by an authorized officer of such party to the effect that the conditions specified in paragraphs (a) and (b) above have been satisfied, and (ii) a copy of each of the required third-party consents as identified on Schedule 4.07. (f) No event or threatened circumstance shall have occurred from the date hereof to the Closing Date that constitutes a change or effect that, individually or in writing any actionthe aggregate, proceedinghas had, or other application before is reasonably likely to have, a Material Adverse Effect. (g) Selling Shareholder shall have delivered to Buyer a certificate of the authorized officer of each Target Company certifying a true copy of its Constitution. (h) All actions, proceedings, instruments and documents required to consummate the transactions contemplated in this Agreement or incidental thereto and all related legal matters shall be reasonably satisfactory to counsel to Buyer. (i) Asset Seller and Selling Shareholders shall have entered into each of the Ancillary Agreements with the appropriate parties. (j) Evidence of release of any court or governmental authority challenging or seeking Encumbrances over Purchased Assets and Target Companies. (k) Buyer’s receipt of financing structure, with terms and conditions and in an amount not exceeding $20,000,000 (Australian), sufficient to restrain or prohibit the consummation of fund the transactions contemplated by this Agreement, or seeking Agreement at least two (2) weeks prior to obtain any material damagesClosing. e. (l) The Excluded Employees employed by the Target Companies are no longer employed by the Target Companies and the Target Companies have no continuing liability in respect of those Excluded Employees. (m) Key Employees have entered into the Retention Agreements with their Target Company employer. (n) The Financial Statements delivered pursuant to Section 7.09 disclose that the Target Companies and the Asset Seller have achieved the full year budget set out at Schedule 8.02(n) for the twelve month period ending 30 June 2004. (o) The Related Party Balances disclosed in the Management Accounts (together with any variations to, new assets or liabilities which would be included as Related Party Balances incurred after 30 April 2004 including in relation to the sale of Excluded Assets referred to in Section 7.10(c)) must be collected or paid at Closing. (p) Evidence that Selling Shareholders have complied with Section 10.02. (q) Xxxxxxx Xxxxx shall have obtained entered into an Employment Agreement with Bushmans in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreementform attached hereto as Exhibit 3. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation of Buyer to consummate the purchase of the Shares hereunder transactions contemplated by this Agreement is subject to the fulfillment, prior to or at the Closing, of each fulfillment of the following conditionsconditions as of the Closing Date: a. (a) The representations and warranties of the Seller were true set forth in Article III and correct in all material respects when made and Article IV hereof shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date)respects; b. (b) The Principal and Seller shall have performed and complied in all material respects with all obligations of the covenants and covenants agreements required by this Agreement to be performed by each of them under this Agreement on or complied with by it prior to or at the Closing in all material respectsClosing, including, without limitation, the issuance of the Company Stock out of treasury; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction (c) All consents and approvals by third parties listed on Schedule 3.2 attached hereto shall have been enactedobtained, enteredall on terms and conditions no less favorable to the Seller than those in existence as of the date hereof; (d) All governmental and regulatory filings, promulgated or enforced by any court authorizations and approvals and other Licenses that are required for the transfer of governmental authority, which enjoins or prohibits the Company Stock to Buyer and the consummation of this Agreement the transactions contemplated hereby shall have been duly made and obtained; (e) No action, suit, or proceeding shall be in effect. d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging quasi-judicial or seeking to restrain administrative agency of any federal, state, provincial, local, or prohibit foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the consummation performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or seeking materially and adversely affect the right of Buyer to obtain any material damages. e. The Seller shall have obtained in a timely fashion any all consentsown or operate the Company, permits and waivers necessary no judgment, decree, injunction, order or appropriate for consummation of the transactions contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a) ruling shall have been delivered entered which has any of the foregoing effects; (f) The Buyer shall elect directors and officers of the Seller; (g) Since December 31, 2017, there shall have been no event, transaction, condition or change which has had or could reasonably be expected to the Buyerhave a Material Adverse Effect;

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation of Buyers to consummate the purchase of the Shares hereunder transactions contemplated by this Agreement is subject to the fulfillment, prior to or at the Closing, of each fulfillment of the following conditionsconditions as of the Closing Date: a. The representations and warranties (a) (i) Each of the Seller were true and correct in all material respects when made and Fundamental Representations shall be true and correct in all material respects at as of the Closing date of this Agreement and as though made again at of the Closing Date (except to the extent such those representations and warranties expressly relate to an earlier that address matters only as of a specified date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on as of that specified date); and (ii) all other representations and warranties set forth in Article III and Article IV hereof shall be true and correct in all respects as of the date of this Agreement and the Closing Date with the same effect as though made at and as of such earlier date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect; provided that, solely for purposes of determining whether any such representation or warranty is true and correct for purposes of this clause (a)(ii), all qualifications as to materiality and Material Adverse Effect shall be disregarded; b. The Seller (b) Sellers shall have performed and complied in all material respects with all obligations of the covenants and covenants agreements required by this Agreement to be performed by each of them under this Agreement on or complied with by it prior to or at the Closing in all material respectsClosing, including, without limitation, the simultaneous transfer of the Companies Membership Interests; c. To (c) All governmental and regulatory filings, authorizations and approvals and other Licenses that are required for the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction transfer of the Companies Membership Interests to Buyers and the consummation of the transactions contemplated hereby shall have been enactedduly made and obtained, enteredincluding, promulgated without limitation, CoFeCe Approval, and no order or enforced any other action by any court of governmental authorityGovernmental Authority shall have enjoined, which enjoins restrained or prohibits the consummation of this Agreement and shall be in effect. d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation of otherwise prohibited the transactions contemplated by this Agreement, which order or seeking to obtain any material damages. e. The Seller other action shall have obtained been issued and remains in force; (d) Since the Interim Balance Sheet Date, there shall have been no event, transaction, condition, circumstance or change which has had or could reasonably be expected to have a Material Adverse Effect; and (e) On the Closing Date, Sellers shall have delivered or caused to be delivered to Buyers a certificate from Sellers in form and substance reasonably satisfactory to Buyers, dated as of the Closing Date, stating that the preconditions specified in Sections 2.5(a), 2.5(b) and 2.5(d) have been satisfied. Any condition specified in this Section 2.5 may be waived by Buyers; provided, however, that no such waiver shall be effective unless it is set forth in a timely fashion any all consents, permits and waivers necessary writing executed by Buyers or appropriate for consummation of unless Buyers agree in writing to consummate the transactions contemplated by this AgreementAgreement without fulfillment of such condition. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer

Conditions to Buyer’s Obligation to Close. The Buyer’s Notwithstanding anything to the contrary contained herein, the obligation of Buyer to consummate close title and pay the purchase Purchase Price in accordance with this Contract is expressly conditioned upon the fulfillment by and as of the Shares hereunder is subject to time of the fulfillment, prior to or at the Closing, Closing of each of the following conditions listed below, provided that Buyer, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: a. The representations (a) Seller shall have executed and warranties delivered or caused to be executed and delivered to Buyer all of the documents (including, without limitation, the Current Letter of Credit) and shall have taken or caused to be taken all of the other actions, required of Seller were true under this Contract; (b) the Title Company shall be willing to insure title to the Property pursuant to an ALTA 1992 Owner’s Policy of Title Insurance in the amount of the Purchase Price at regular rates and correct without additional premium (which shall not be deemed to include the cost of any endorsements to title requested by Buyer), subject only to the Permitted Exceptions (the “Title Policy”) (provided, however, if Title Company is not willing to insure and Seller is able to cause Commonwealth Land Title Insurance Company to provide the Title Policy, such condition shall be deemed satisfied); (c) Seller shall have delivered to Buyer the Estoppel Certificate complying in all material respects when with Paragraph 14 (i) hereof; and (d) All representations and warranties made and by Seller in this Contract shall be true and correct in all material respects at as of the date hereof and the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); b. The Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits the consummation of this Agreement and shall be in effectDate. d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages. e. The Seller shall have obtained in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation of Buyer to consummate the purchase of the Shares hereunder perform this Agreement is subject to the fulfillmentsatisfaction, prior to at or at before the Closing, of each of the following conditions:conditions set forth in this Section 6.1 (unless waived by Buyer in writing): a. The (i) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated, and all filings, authorizations and approvals and consents necessary to permit the Closing shall have been duly made with or obtained from all applicable governmental authorities or other Persons; (ii) there shall be no suit, action, investigation or proceeding pending or threatened before any court, agency or other governmental authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part; (iii) the representations and warranties of the Seller were true Sellers contained in Article 3 and correct in all material respects when made and Article 4 shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such and those representations and warranties expressly relate (or portions thereof) in Article 4 which are qualified by reference to an earlier date, including the date hereof, in which case such representations and warranties a Material Adverse Effect shall be true and correct in all material respects respects) on and as of such earlier date); b. The Seller the date when made and on and as of the Closing Date, and Sellers shall have performed or caused to have been performed in all material respects all of the covenants and complied with all obligations and covenants agreements required by this Agreement to be performed by Sellers or complied with by it the Acquired Companies prior to or at the Closing in all material respectsClosing; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction (iv) Sellers shall have been enacted, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits executed and delivered to Buyer a certificate as to the consummation of this Agreement and shall be in effect. d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation satisfaction of the transactions contemplated by this Agreement, or seeking to obtain any material damages. e. The Seller shall have obtained conditions described in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyerforegoing paragraph 6.1

Conditions to Buyer’s Obligation to Close. The Without limiting the generality of the foregoing rights of Buyer to terminate this Agreement for any reason whatsoever in Buyer’s sole discretion during the Due Diligence Period as set forth in Section 9 of this Agreement, the obligation of Buyer to consummate complete the purchase of transaction contemplated by this Agreement (“Transaction”) shall be expressly conditioned on the Shares hereunder is subject to the fulfillmentsatisfaction, prior to or at the Closingin all material respects, of each of the following conditions: a. The representations and warranties , provided that Buyer may waive such conditions by written notice to Seller at or prior to the Closing: Buyer shall have obtained a binding commitment from a lender or lenders, upon terms acceptable to Buyer in its sole discretion, for as much of the Seller were true Sales Price as Buyer deems necessary to consummate the Transaction; Buyer shall have obtained all zoning approvals necessary from the City of Akron for the Buyer’s intended use of the Property to operate a retail business (the “Project”); Buyer shall have obtained confirmation that all utilities, cable, water, sewer, and correct in all material respects when made storm sewers are currently available to the Property sufficient to permit the Project; and shall be true and correct in all material respects at If any condition precedent to Buyer’s obligation to effect the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier dateset forth in this Section has not been timely satisfied, including the date hereofthen Buyer, in which case Buyer's sole and absolute discretion, may either: (i) terminate this Agreement by written notice thereof to Seller and Escrow Agent, and Escrow Agent shall refund to Buyer the Escrow Money, and upon such representations refund being made, this Agreement shall terminate and warranties shall be true have no further force or effect and correct in all material respects on and as of such earlier date); b. The Seller neither party shall have performed and complied any further rights and/or obligations with all obligations and covenants required by this Agreement respect to be performed each other or complied with by it prior to or at the Closing in all material respects; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits the consummation of this Agreement and shall be in effect. d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, except for any obligations that expressly survive termination; or seeking (ii) waive any unsatisfied condition and proceed to obtain any material damagesClosing. e. The Seller shall have obtained in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation obligations of Buyer to consummate ----------------------------------------- acquire the purchase applicable subseries of the Shares hereunder is Series D Preferred Stock at the applicable Closing shall be subject to the fulfillment, prior to satisfaction or at the Closing, of each waiver in writing of the following conditionsconditions precedent: a. (a) All of the covenants to be performed by the Company prior to the applicable Closing shall have been performed in all material respects on or before such Closing Date; (b) The representations and warranties of the Seller were Company contained herein shall, if qualified by materiality, be true and correct in all material respects when made correct, and shall if not so qualified, be true and correct in all material respects at respects, in each case on and as of the applicable Closing Date as though they had been made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier dateClosing Date; provided that for purposes of this Section 1.3(b) the -------- representation set forth in the second sentence of Section 2.4 shall be deemed replaced in its entirety with the corresponding representation set forth in the Company Notice applicable to such Closing; (c) Buyer shall have received a certificate of an executive officer of the Company, dated as of the applicable Closing Date, evidencing compliance with the conditions set forth in Sections 1.3(a) and 1.3(b); b. The Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed (d) No permanent or complied with by it prior to preliminary injunction or at the Closing in all material respects; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree restraining order or injunction shall have been enacted, entered, promulgated or enforced other order by any court of governmental authority, which enjoins or prohibits the other legal restraint or prohibition preventing consummation of this Agreement and the transactions contemplated hereby as provided herein shall be in effect. d. To effect and no action shall have taken place and remain in effect which seeks to obtain damages against Buyer or the Seller’s knowledge, there shall not be pending or threatened Company in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation of connection with the transactions contemplated by this Agreement; (e) With respect to the Series D-2 Closing and the Series D-3 Closing, or seeking the purchase and sale of the applicable subseries of Series D Preferred Stock which was to obtain any material damages. e. The Seller have occurred prior to the applicable Closing shall have obtained occurred in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation accordance with the terms of the transactions contemplated by this Agreement.; and f. The closing deliverables set forth in Section 3(a(f) shall have been delivered With respect to the BuyerSeries D-2 Closing and the Series D-3 Closing, the Company shall be a Subsidiary of Liberty Media Corporation at the applicable Closing.

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation to consummate the purchase of transactions to be performed by it in connection with the Shares hereunder Closing is subject to the fulfillment, prior to satisfaction (or at the Closing, of each waiver) of the following conditions: a. The (a) All representations and warranties of the Seller were true and correct Stockholder set forth in all material respects when made and this Agreement, in any Ancillary Agreement or in any written certificate delivered pursuant to this Agreement, shall be true and correct correct, in all material respects at each case as of the date hereof and as of the Closing Date as though made again at as of the Closing Date (Date, except to the extent such representations and or warranties expressly relate to an earlier date, including the date hereof, (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); b. The Seller . Buyer shall have performed and complied with all obligations and covenants required received a certificate of the Stockholder signed by this Agreement him to be such effect. (b) The Stockholder shall have performed or complied with by it in all respects, or delivered, all covenants, agreements (including the Ancillary Agreements), conditions or documents required to be performed, complied with, or delivered under this Agreement on or prior to or at the Closing in all material respects; c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction Date. Buyer shall have been enacted, entered, promulgated or enforced received a certificate of the Stockholder signed by any court of governmental authority, which enjoins or prohibits the consummation of this Agreement and shall be in him to such effect. d. To (c) Except as disclosed in the Seller’s knowledgeSchedules, 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 pending expected to have a Material Adverse Effect, and no law shall have been enacted or threatened in writing any promulgated, and no investigation, action, proceedingsuit or proceeding shall have been threatened or instituted against the Company or the Stockholder as of the Closing Date, which, in any such case, in the reasonable judgment of Buyer, challenges, or other application before any court or governmental authority challenging or seeking to restrain or prohibit might result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against Buyer as a result of the consummation of such transactions. (d) Any consents, approvals, authorizations, exemptions, and waivers from governmental agencies that shall be required in order to consummate the transactions contemplated hereby shall have been obtained. The Stockholder shall have received the consents from third parties, if any, set forth on Schedule 3.23 in forms reasonably acceptable to Buyer. (e) The Stockholder shall have executed and delivered to Buyer the Employment Agreement and the Vault Cash Agreement. (f) The Stockholder shall have performed in all material respects all obligations required to be performed by the Stockholder under this Agreement at or prior to the Closing Date. (g) Buyer shall have received a written opinion of counsel to the Stockholder, dated the Closing Date, in customary form and reasonably acceptable to Buyer. (h) The Stockholder shall have delivered the Release. (i) The Stockholder shall have delivered to Buyer stock certificates representing the Capital Stock, duly endorsed in blank or with duly executed stock powers attached, free and clear of all Encumbrances. (j) Buyer shall have consummated the loan in the original principal amount of $11,000,000 with Xxxxx, Xxxxxx & Co., LLC and its affiliates (the “Xxxxx II Facility”). In the event that any of the conditions precedent set forth above has not been satisfied, Buyer shall notify the Stockholder in writing indicating its election to (i) waive such condition precedent, (ii) terminate this Agreement pursuant to Section 8.1, or (iii) close the transactions contemplated by this Agreement, or seeking to obtain any material damagesreserving its rights and remedies, without waiving such condition precedent. e. The Seller shall have obtained in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer

Conditions to Buyer’s Obligation to Close. The Buyer’s obligation (a) Buyer will not be obligated to consummate proceed with the purchase Closing of a home comprising the Shares hereunder is subject to the fulfillment, prior to or at the Closing, of Property unless and until each of the following conditionsconditions has been either fulfilled or waived in writing by Buyer with respect to such home: a. The representations and warranties of the (1) This Agreement shall not have been previously terminated pursuant to any other provision hereof; (2) Seller were true and correct in all material respects when made and shall be true prepared to deliver or cause to be delivered to Buyer all instruments and correct in all material respects documents to be delivered to Buyer at the Closing as though made again at pursuant to Section 14 and Section 16 or any other provision of this Agreement; (3) All property managing services provided to the Property under any property management agreement shall have been terminated on or prior to the Closing Date at no cost, liability or expense to Buyer; (except 4) Seller shall have Substantially Completed the Improvements with respect to such home; and (5) Seller shall have entered into a lease for such home with tenants that satisfy Buyer’s tenant qualification standards and upon terms acceptable to Buyer, such tenant shall be in occupancy of such home, and Seller shall have collected a security deposit from such tenant in accordance with the terms of the applicable lease. (b) If any of the foregoing conditions are not fulfilled on or before the time for Closing hereunder, then subject to the extent such representations and warranties expressly relate provisions of Section 18(b) hereof, Buyer may elect, upon notice to an earlier dateSeller, including the date hereofto terminate this Agreement, in which case such representations and warranties event the Deposit shall be true returned to Buyer, and correct in all material respects on and as of such earlier date); b. The Seller neither party shall have performed and complied with all obligations and covenants required by this Agreement any further liability or obligation to be performed or complied with by it prior to or at the Closing in all material respects; c. To other, except for the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits the consummation provisions of this Agreement and shall be in effect. d. To which are expressly stated to survive the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation termination of the transactions contemplated by this Agreement, or seeking to obtain any material damages. e. The Seller shall have obtained in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement. f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer