Common use of Conditions to Buyer’s Obligations Clause in Contracts

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate pay the transactions contemplated hereby in connection Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the Closing is subject to satisfaction or waiver following conditions precedent on and as of the following conditionsdate of Closing: (ia) Possession of the representations Property shall be delivered to Buyer free and warranties clear of all tenancies and other occupancies except as provided in this Agreement; (b) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 22.a10 above; (c) Buyer shall receive from the Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions; (d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and obligated to pay full and unabated rent under the Lease, and Tenant shall not be in default under the Lease; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made and correct on the date hereof shall be true in all material respects at and as of the date of Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if such representations and warranties were made at and as of such date)the Closing, except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects;respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; and (iiif) Seller’s title in and If applicable, Seller shall have delivered to Buyer a written waiver by Tenant of its right of first refusal under the Lease with respect to the Acquired Assets acquisition of the Property by Buyer. If any of the conditions set forth in this Section 13 are not met at the time of Closing (as the same may be extended in accordance with this Agreement), then Buyer shall have the option (to be exercised in its sole discretion, but not later than the time scheduled for Closing, as so extended) either to (i) waive the requirement for satisfaction of the unsatisfied conditions and proceed to Closing without adjustment of the Purchase Price, or (ii) declare this Agreement terminated in which event the Xxxxxxx Money shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller returned to Buyer, and thereafter neither party shall have any further liability hereunder, except for any obligations which expressly survive termination of this Agreement, or (2iii) no order staying, reversing, modifying or amending exercise its remedies under Section 9(b) above in the Sale Order shall be in effect on event the Closing Date; (vfailure of the condition(s) each delivery contemplated by Section 11(a) precedent to be delivered satisfied is due to Buyer shall have been delivered; and (vi) Seller’s default of covenants or agreements required by this Agreement to be performed or complied with by Seller shall deliver prior to or at the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Closing.

Conditions to Buyer’s Obligations. Buyer’s obligation Regarding Initial --------------------------------------------------- Receivables. The obligations of Buyer to consummate purchase the transactions contemplated hereby Receivables in connection with Accounts on ----------- the Closing is SMT Termination Date shall be subject to the satisfaction or waiver of the following conditions: (ia) the All representations and warranties set forth of the RPA Sellers contained in Section 22.a) this Agreement shall have been be true and correct on the date hereof and SMT Termination Date with the same effect as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of though such representations and warranties had been made on such date; (b) All information concerning the Accounts provided to Buyer shall be so true and correct has not had and would not reasonably be expected to have a material adverse effect on as of the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing SMT Termination Date in all material respects; (iiic) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court FCNB shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Accounts identified by account number and by the Receivables balance as of the SMT Termination Date, and the RPA Sellers shall have substantially performed all other obligations required to be performed by the provisions of this Agreement; (d) Each RPA Seller shall have recorded and filed, at its expense, any financing statement with respect to the Receivables (other than Receivables in Additional Accounts) now existing and hereafter created for the transfer of accounts (as defined in Section 9-102 of the UCC as in effect in the State of Illinois) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of the Receivables to Buyer, and shall have delivered a file-stamped copy of such financing statements or other evidence of such filings (which may, for purposes of this paragraph, consist of telephone confirmations of such filings) to Buyer; (e) On or before the SMT Termination Date, the Transfer and Servicing Agreement shall have been deliveredduly executed and delivered by the parties thereto and the initial closing under the Transfer and Servicing Agreement shall take place simultaneously with the initial closing hereunder; and (vif) Seller All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall deliver be satisfactory in form and substance to Buyer, and Buyer shall have received from the Leased Premises in vacant, broom clean condition with RPA Sellers copies of all FF&E, documents (including without limitation records of corporate proceedings) relevant to the Computer and Security Equipment, transactions herein contemplated as specifically set forth in Schedule II)Buyer may reasonably have requested.

Conditions to Buyer’s Obligations. Buyer’s 's obligation to consummate pay the transactions contemplated hereby Purchase Price, and to accept title to each Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing: (a) Possession of each Property shall be delivered to Buyer free and clear of all liens and encumbrances other than the Permitted Exceptions and the applicable Lease; (b) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above; (c) Buyer shall receive from the Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner's form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the applicable Real Property in the amount of the Purchase Price as allocated in this Agreement, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer's good and marketable title in fee simple to such Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions; (d) Buyer shall have received a valid and permanent final certificate of occupancy (or the equivalent thereof) for each Property and Tenant (to the extent required by applicable law); (e) Buyer shall have received the Tenant Estoppel and SNDA for each applicable Lease duly executed by Tenant, and with respect to each SNDA, duly executed by Seller and acknowledged by a notary public; (f) Keys to all locks located in each Property, if applicable; (g) An original copy of the Lease and any amendments thereto (including, without limitation, a Lease Modification Agreement wherein Tenant confirms the commencement date of the Lease); (h) An original (or a copy if an original is not available) of any and all warranties issued to Seller in connection with the Closing is subject to satisfaction or waiver construction of the following conditions:Improvements, it being agreed that in the event such warranties are not assignable to Buyer, Seller shall have such warranties re-issued to Buyer or Tenant, as requested by Buyer; (i) the representations A certificate of property insurance and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and of liability insurance from Dollar General naming Buyer as of the Closing (except to the extent expressly made as of an earlier dateadditional insured, in which case as of such date as if made at and as of such date), except where compliance with the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been deliveredLease; and (vij) The Delivery Date and Commencement Date (as such terms are defined in the Lease) shall have occurred under the applicable Lease and Tenant shall be open and operating for business to the public in substantially all of the applicable leased space and Tenant shall be paying full and unabated rent under such Lease; (k) All obligations of Seller under a Lease with respect to Tenant's initial occupancy thereof shall deliver have been completed and/or satisfied, including, without limitation, satisfying the Leased Premises Evidence of Completion (as defined in vacantthe Lease), broom clean condition with completing any punchlist items and paying any tenant allowances; (1) Buyer shall have received copies of all FF&E, (including without limitation final lien waivers from the Computer general contractor and Security Equipment, as specifically set forth in Schedule II).all subcontractors performing work or providing materials or services to a the Property; and

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with by this Agreement shall be subject to the fulfillment at or prior to the Closing is subject to satisfaction or waiver of each of the following conditions, unless waived by such Party at or prior to the Closing: (i) the representations and warranties set forth in Section 22.a) Sellers shall have been true and correct delivered the certificates representing the POMI Shares, together with duly executed instruments of assignment separate from certificate to the Buyer, together with such other documents as may be necessary for the transfer of record ownership of the POMI Shares to the Buyer on the date hereof and as stock records of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinPOMI; (ii) Seller The PVPS Purchase shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsbeen consummated; (iii) Seller’s title in and to the Acquired Assets Advisory Agreement shall be good, valid and marketable and free of all liens and encumbranceshave been terminated; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court Sellers shall have entered an order, in a form and substance satisfactory delivered to Buyer the resignations of all officers and Seller (directors of POMI that are requested by the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on effective as of the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer The Escrow Agreement shall have been deliveredexecuted by Sellers; (vi) Each of the representations and warranties made by the Sellers in this Agreement that is qualified by reference to materiality or Material Adverse Effect shall be true and correct, and each of the other representations and warranties made by the Sellers in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time); and (vivii) Seller Since the date of this Agreement, no event, circumstance or change shall deliver have occurred, that individually or in the Leased Premises in vacantaggregate with one or more other events, broom clean condition circumstances or changes, have had or reasonably would be expected to have, a Material Adverse Effect with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)respect to POMI.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions on or before (with satisfaction continuing on) the Closing Date: (ia) the The representations and warranties set forth in Section 22.a) Article 4 hereof, both individually and considered as a whole, which are qualified as to materiality shall be true and correct in all respects and such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing Date, except for those warranties and representations that were given as of a specific date, in which event such warranties and representations shall have been true and correct on the date hereof and in all material respects or, if qualified as of the Closing (except to the extent expressly made as of an earlier datemateriality, in which case as of such date as if made at and all respects, as of such date), except where . (b) Seller will have performed in all material respects all of the failure of such representations covenants and warranties agreements required to be so true performed by it under this Agreement which are to be performed prior to the Closing, and correct has not had Seller shall have caused BGH Holdings, BRH Holdings and would not reasonably be expected the Companies to have a performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement which are to be performed prior to the Closing. (c) There will have been no material adverse effect on change in the condition operations, financial condition, operating results, assets or liabilities of Acquired Assets BGH Holdings, BRH Holdings or the Companies, all taken as a whole, and there will have been no material casualty loss or damage to the assets of the Companies all taken as a whole (whether or on not covered by insurance). (d) Those consents, approvals, or other actions by third parties that are required for the ability consummation of Seller to consummate the transactions contemplated hereinhereby which are set forth on Schedule 2.01(d) will have been obtained. (e) All governmental approvals required for the consummation of the transactions contemplated hereby shall have been obtained and all filings required pursuant to any applicable law or regulation, including pursuant to the HSR Act, will have been made and any approvals required thereunder will have been obtained, or any waiting period required thereby will have expired or have been terminated, as the case may be. (f) No action or proceeding by or before any court or governmental or administrative body or agency will be pending wherein a judgment, decree or order might be issued that would prevent any of the transactions contemplated or cause such transactions to be declared unlawful or rescinded. (g) On the Closing Date, Seller will have delivered to Buyer the following: (i) A certificate dated the Closing Date executed by the President or a Vice President of Seller stating that the preconditions specified in subsections (a), (b) and (c) hereof have been satisfied; (ii) Seller shall have performed Good standing certificates for Holdings and complied with its covenants and agreements hereunder through each of the Closing in all material respects; Companies from their states of organization, dated not earlier than five (iii5) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding business days prior to the Closing Date; (iii) Certified copies of the resolutions duly adopted by Seller's board of directors authorizing the execution, (1) the bankruptcy court shall have entered an order, in a form delivery and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving performance of this Agreement and all the other agreements contemplated hereby; (iv) The written resignations of the terms and conditions hereofdirectors of BGH Holdings, BRH Holdings, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to BuyerCompanies and the written resignations of such officers of BGH Holdings, BRH Holdings and (2) no order stayingof the Companies who are not employees of BGH Holdings, reversing, modifying BRH Holdings or amending the Sale Order shall be in effect on the Closing Date; Companies; (v) The minute books, stock records and stock ledgers of BGH Holdings, BRH Holdings and each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been deliveredof the Companies; and (vi) An affidavit stating, under penalties of perjury, that neither BGH Holdings, BRH Holdings nor any of the Companies is or has ever been a United States Real Property Holding Corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (h) Seller shall deliver have delivered to Buyer, at Seller's sole expense, ALTA title insurance binders or commitments (collectively, the Leased Premises "Title Commitments," and each a "Title Commitment"), in vacantfinal form, broom clean condition from Chicago Title Insurance Company or such other companies reasonably acceptable to Buyer (collectively, the "Title Company"), committing the Title Company to issuing ALTA form of title insurance policies insuring the relevant Company's fee title to each parcel of the Owned Real Estate in the respective amounts listed on Schedule 2.01(h) which amounts are equal to the current fair market values of each of such parcels, subject to no Liens or exceptions to title other than the Permitted Exceptions and the so-called standard or pre- printed exceptions (collectively, the "Title Polices"); provided that the commitment of the Title Company to issue the Title Policies may be subject to and the Title Commitments may set forth or be subject to such standard requirements relating to the issuance of final policies of title insurance as are reasonably acceptable to Buyer, including a requirement that Buyer pay the Title Company's premiums and other charges for the issuance of the Title Policies. Each of the Title Commitments shall be effective as of a date occurring not earlier than the date of the execution of this Agreement and, if required by Buyer, the effective dates of each of the Title Commitments shall be brought down to the Closing Date, provided that Buyer provides Seller with all FF&Ewritten notice thereof at least two weeks prior to the Closing Date. If required in connecting with the Financing, Seller shall and shall cause BGH Holdings, BRH Holdings and the Companies, at no cost to BGH Holdings, BRH Holdings or the Companies, to reasonably cooperate with Buyer as may be reasonably necessary to cause the Title Company to issue Title Commitments for extended form title insurance coverage deleting or insuring over those so-called standard or pre-printed exceptions. Buyer acknowledges that the Title Company may raise additional exceptions in connection with deleting or insuring over of such exceptions. (including without limitation i) Buyer, Seller and SFFC will have entered into that certain Accounts Receivable Purchase Agreement and the Computer transaction contemplated thereby will be positioned to close simultaneously with the closing of the transaction contemplated by this Agreement. (j) Buyer shall have received copies of releases releasing each security interest set forth on Schedule 4.14 which is not to be in existence as of Closing, and Security Equipmentreleases or discharges of record with respect to the BONY Mortgage Documents and the San-Del Mortgages, as specifically such terms are defined in Schedule 4.15 of the BGH Holdings and B&G Companies disclosure schedules attached to this Agreement. (k) Buyer shall have received the duly executed Estoppel Certificates from the landlords under each of the Leases identified on Schedule 2.01(d), dated after the date of this Agreement, and shall have received the Lessor Consents identified on Schedule 2.01(d). (l) All proceedings to be taken by Seller and all documents required to be delivered by Seller in connection with the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. (m) On or prior to 5:00 p.m., Eastern Standard Time, on the 30th day following the date of this Agreement, Buyer shall have either (i) completed its arrangements for the Financing and received the proceeds therefrom, or (ii) delivered to Seller the Letter of Credit or Cash Contribution. (n) A certificate from Seller, under penalties of perjury, stating that none of Seller BGH Holdings, BRH Holdings or any of the Companies is a foreign corporation, foreign partnership, foreign trust or foreign estate and listing both the U.S. Employer Identification Number and principal business office address of each of Seller, BGH Holdings, BRH Holdings and the Companies. Any condition specified in this Section 2.01 may be waived by Buyer, provided that no such waiver will be effective unless it is set forth in Schedule II)a writing executed by Buyer.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and conditions as of the Closing Date: (a) The representations and warranties of Seller and the Company contained in Article III and Article IV shall be true and correct in all material respects as of the Closing Date as if made as of such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case as of such date as if made at and as of such earlier date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein); (iib) Seller shall have performed and complied with its The covenants and agreements hereunder through of the Company and Seller required to be performed by them under this Agreement at or prior to the Closing shall have been so performed in all material respects; (c) The proceeds of debt financing in an amount equal to at least $200 million on terms and conditions (i) with respect to pricing (e.g., interest, fees, charges), not less favorable and (ii) with respect to all other material terms, not materially less favorable, than the terms and conditions set forth in the Bridge Loans Commitment Letter with respect to the Bridge Loans (after giving effect to any provisions relating to “market flex” or similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by the Debt Commitment Letters) shall have been received by, or shall be fully available to, Buyer and all of the conditions to initial funding of the Revolver Loans set forth in the Revolver Commitment Letter shall be satisfied or upon Closing would be satisfied; provided that the condition set forth in this Section 2.02(c) shall be deemed to be satisfied and Buyer shall have no right to rely on this Section 2.02(c) if such proceeds have not been received by or are not available to Buyer as a result of (x) the failure of CHS V to provide the equity financing contemplated by the Equity Commitment Letter (provided that the conditions set forth therein are or are deemed satisfied) or (y) any action or inaction within the control of Buyer or its Affiliates (and not in any way dependent upon the actions or inactions of any Person that Buyer or its Affiliates do not control, except to the extent any such non-controlled Person is willing to (but for actions or inactions by Buyer or its Affiliates) satisfy requests that such non-controlled Person take, or refrain from taking, such actions or inactions, as applicable) that has prevented satisfaction of any condition set forth in the Debt Commitment Letters; (d) The management services agreement, dated August 30, 2007, by and among Audax, the Company, Thermon Manufacturing Company and Thermon Canada, Inc. being terminated on the Closing Date pursuant to a written termination agreement in the form attached hereto as Exhibit A, duly executed by the parties thereto; (e) The Company shall have obtained and delivered to Buyer written consents or approvals from the Persons specified on Conditions to Buyer’s Obligations Schedule and each such consent and approval shall be in form and substance reasonably satisfactory to Buyer; (f) The Senior Executive Agreements shall be in full force and effect as of the Closing and shall not have been repudiated or materially breached by any of the Senior Executives; (g) Since the date hereof, there have been no material adverse changes with respect to any of the contracts set forth on the Key Contracts Schedule; provided that expiration of any such contract on its expiration date, if any, in accordance with its stated terms, or expiration upon completion or substantial completion of such contract shall not be deemed a material adverse change; provided, however, that cancellation or termination or notice of cancellation or termination of a contract before its expiration date, if any, or before completion or substantial completion of such contract will be deemed a material adverse effect; (h) the insurance policies (including the declarations and endorsements thereto) in the form attached hereto as Exhibit B (collectively, the “Insurance Policies”) shall have been duly executed by the parties thereto and issued by Columbia Casualty Company, Lloyd’s Insurance and Aspen UK Insurance Limited and shall each be in full force and effect with such Insurance Policies (including the declarations and endorsements thereto) each having an effective date of the date hereof and a policy term of seven years from the date hereof, a limit of liability of $40.5 million and a total premium of $1,550,000 (plus applicable Taxes), of which 25.926% of such amount will be paid by Buyer at its sole cost and expense and the remainder will be paid as a Seller Transaction Expense; (i) Seller shall have delivered to Buyer each of the following: (i) a certificate of Seller executed by a duly authorized officer thereof, dated the Closing Date, stating that the preconditions specified in subsections (a) and (b) above as they relate to Seller have been satisfied; (ii) a copy of the Escrow Agreement, duly executed by Seller and the Escrow Agent; (iii) Seller’s title in and to a copy of the Acquired Assets shall be goodAudax Restrictive Covenant Agreement, valid and marketable and free of all liens and encumbrancesduly executed by Audax Fund II; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all a copy of the terms and conditions hereof, certificate of formation of Seller certified by the Secretary of State of Delaware and (B) approving and authorizing a certificate of good standing for Seller to consummate from the transactions contemplated hereinSecretary of State of Delaware, including the assumption and assignment dated within twenty (20) days of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each certified copies of the resolutions duly adopted by Seller’s board of managers and/or members authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which Seller is a party, and the consummation of all transactions contemplated hereby and thereby, in form and substance reasonably satisfactory to Buyer; (vi) a certificate signed by Section 11(athe individual(s) signing this Agreement and any other agreement or certificate executed pursuant to be delivered this Agreement on behalf of Seller that such individual(s) is (are) duly authorized to Buyer shall have been deliveredexecute this Agreement and all such other agreements or certificates executed pursuant to this Agreement on behalf of Seller as an authorized officer or agent thereof, in form and substance reasonably satisfactory to Buyer; and (vii) the stock certificate representing the Shares accompanied by a duly executed stock power. (j) The Company shall have delivered to Buyer each of the following: (i) a certificate of the Company executed by a duly authorized officer thereof, dated the Closing Date, stating that the preconditions specified in subsections (a) and (b) above as they relate to the Company have been satisfied; (ii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which the Company is a party, and the consummation of all transactions contemplated hereby and thereby, in form and substance reasonably satisfactory to Buyer; (iii) (A) a copy of the certificate of incorporation of the Company certified by the Secretary of State of Delaware and (B) a certificate of good standing for the Company from the Secretary of State of Delaware, dated within twenty (20) days of the Closing Date; (iv) (A) a certified copy of the certificate or articles of incorporation or equivalent organizational document of each Subsidiary of the Company and (B) where such document is generally available, a certificate of good standing or equivalent certificate from the jurisdiction in which each Subsidiary of the Company was incorporated or formed, in each case, dated within twenty (20) days of the Closing Date; (v) a certificate signed by the individual(s) signing this Agreement and any other agreement or certificate executed pursuant to this Agreement on behalf of the Company that such individual(s) is (are) duly authorized to execute this Agreement and all such other agreements or certificates executed pursuant to this Agreement on behalf of the Company as an authorized officer or agent thereof, in form and substance reasonably satisfactory to Buyer; (vi) Seller shall deliver a FIRPTA certificate in the Leased Premises in vacantform attached hereto as Exhibit C executed by the Company, broom clean condition with all FF&Ecertifying as to the facts that exempt the transactions contemplated hereby from withholding under Section 1445 of the Code; and (vii) (A) payoff letter(s) for the Company Senior Debt, (including without limitation B) final invoices for all unpaid Seller Transaction Expenses and (C) customary payoff letters from each holder of Indebtedness identified on the Computer Indebtedness Pay-Off Schedule (collectively, the “Payoff Documents”), all such Payoff Documents being in form and Security Equipment, as specifically set forth in Schedule II)substance reasonably satisfactory to Buyer and its lenders.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions as of the Closing Date: (ia) The representations and warranties of Seller contained herein (other than the representations and warranties set forth of Seller contained in Section 22.aSections 3.01, 3.02, and 3.17) shall have been be true and correct except where the failure to be true and correct would not cause a Material Adverse Effect, individually or in the aggregate, (it being understood that for the sole purpose of determining whether there has been a Material Adverse Effect as a result of any inaccuracy of a representation or warranty of Seller, such representations and warranties shall be read as if they were not qualified by “materiality” or “Material Adverse Effect” or words of similar import), in each case on the date hereof and as of the Closing (except Date with the same effect as though made on and as of the Closing Date, except, in each case, to the extent expressly that any such representations and warranties were made as of an earlier date, in which case as of such a specified date as if made at and as of to such date), representations and warranties the same shall continue on the Closing Date to have been true (except where the failure to be true would not cause a Material Adverse Effect, individually or in the aggregate) as of the specified date. The representations and warranties of Seller contained in Sections 3.01, 3.02, and 3.17 shall be true and correct in all material respects on and as of the Closing Date, except, in each case, to the extent that any such representations and warranties were made as of a specified date and as to be so true such representations and correct has not had and would not reasonably be expected warranties the same shall continue on the Closing Date to have a been true in all material adverse effect on respects as of the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinspecified date; (iib) Seller shall will have performed and complied with its in all material respects all of the covenants and agreements hereunder through required to be performed by it under this Agreement at or prior to the Closing in all material respectsClosing; (iiic) Seller will have delivered to Buyer a certificate of Seller executed by a duly authorized officer of Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to dated the Closing Date, (1stating that the preconditions specified in Section 2.02(a) the bankruptcy court shall and Section 2.02(b) have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Datebeen satisfied; (vd) each delivery contemplated by Section 11(aFrom the date of this Agreement, there shall not have occurred and be continuing any Material Adverse Effect; (e) Seller will have delivered to Buyer the items required to be delivered to Buyer shall have been delivered; and (vi) by Seller shall deliver the Leased Premises in vacant, broom clean condition accordance with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule IISection 1.07(a).

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of --------------------------------- Buyer to consummate the transactions contemplated hereby in connection with the Closing is Stock Purchase shall be subject to satisfaction or waiver of the following conditions, any of which may be waived in writing by Buyer: (ia) Each of the representations and warranties of each of Seller and the Company set forth in Section 22.a) this Agreement shall have been be true and correct on in all respects as of the date hereof of this Agreement and (except to the extent such representation and warranty speaks as of an earlier date) as of the Closing Date as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date)Date, except where the failure or failures of such representations and or warranties to be so true and correct has not had and would not reasonably be expected to have have, in the aggregate, a material adverse effect on Company Material Adverse Effect; provided, -------- however, that for purposes of determining the satisfaction of the condition of Acquired Assets as ------- contained in this Section 7.2(a), no effect shall be given to any exception or qualification in such representations and warranties relating to materiality or a whole or on the ability of Seller to consummate the transactions contemplated hereinCompany Material Adverse Effect; (iib) Seller and the Company shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in respects with each agreement, covenant, obligation and condition required by this Agreement to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding performed or complied with by them at or prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vc) each delivery contemplated by Section 11(a) to be Seller and the Company shall have delivered to Buyer a certificate, dated as of the Closing Date, signed on behalf of Seller by an Executive Vice President and signed on behalf of the Company by its President and a Senior Vice President confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Section 7.2; (d) Seller and the Company shall have been deliveredobtained all required third- party consents or approvals under any Contract in connection with the Stock Purchase, the Merger and consummation of the transactions contemplated under this Agreement, except as would not have, in the aggregate, a Company Material Adverse Effect or a Buyer Material Adverse Effect; and (vie) If Seller shall deliver have made a Qualifying Purchase Commitment, then Seller and the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation Company shall have completed the Computer and Security Equipment, transactions contemplated by such Qualifying Purchase Commitment effective as specifically set forth in Schedule II)of the Closing.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate purchase the transactions contemplated hereby in connection with the Applicable Repurchase Shares for any Closing at such Closing is subject to the satisfaction (or waiver by Buyer) at or prior to such Closing of each of the following conditions: (ia) the representations Each representation and warranties set forth warranty made by Seller in Section 22.a) 4 below shall have been be true and correct on the date hereof and as of the such Closing as though made as of such Closing (except to the extent other than any representation or warranty that is expressly made as of an earlier a particular date, in which case as of such date as if made at shall be true and correct as of such date). (b) All covenants, except where the failure of such representations agreements and warranties conditions contained in this Agreement to be so true and correct has not had and would not reasonably be expected performed or complied with by Seller at or prior to such Closing shall have a material adverse effect on the condition of Acquired Assets as a whole been performed or on the ability of Seller to consummate the transactions contemplated herein;complied with by Seller. (i) A fiscal quarter of Buyer shall have been completed since (x) in the case of the initial Closing, the date of this Agreement or (y) in the case of any subsequent Closing, the prior Closing and (ii) Buyer shall have made “public disclosure” (as defined in Rule 101(e) of Regulation FD promulgated by the U.S. Securities and Exchange Commission (the “SEC”)) of the number of shares of Series C Common Stock repurchased by Buyer pursuant to the Share Repurchase Program during such fiscal quarter, in accordance with Buyer’s ordinary financial reporting practices. (d) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and delivered to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, Buyer at least one (1) business day prior to such Closing: (i) wire transfer instructions for the bankruptcy court payment of the Purchase Price to be paid by Buyer at such Closing; and (ii) two duly completed and executed original copies of Internal Revenue Service Form W-9 certifying that Seller is not subject to backup withholding in connection with the payment by Buyer of the Purchase Price for such Closing pursuant to this Agreement. (e) Seller shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver one or more certificates representing the Leased Premises in vacantApplicable Repurchase Shares for such Closing, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipmentduly endorsed by Seller, as specifically set forth in Schedule IIapplicable (or accompanied by duly executed stock powers).

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction (or waiver Buyer’s waiver) of the following conditionsconditions as of the Closing Date: (ia) the The representations and warranties set forth in Section 22.a) Articles II and III shall have been be true and correct on (without regard to any qualification as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date hereof of this Agreement and at and as of the Closing (except to the extent expressly Date as though made on and as of an earlier date, in which case the Closing Date (other than those representations and warranties that address matters as of such date as if made particular dates which shall be true and correct at and as of such dateparticular dates), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect; provided that the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (iirepresentations and warranties set forth in Sections 2.02, 2.03, 3.02(b)(i), and 3.04(a) Seller shall have performed be true and complied with its covenants and agreements hereunder through the Closing correct in all material respects; (iii) Seller’s title in and to respects as of the Acquired Assets shall be good, valid and marketable and free date of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all at and as of the terms Closing Date as though made on and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment as of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vb) each delivery contemplated by Section 11(a) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) No temporary restraining order, preliminary or permanent injunction or other Order shall be in effect which would prevent the consummation of the Closing, and no Law shall have been enacted or shall be deemed applicable to the transactions contemplated hereby which makes the consummation of such transactions illegal; (e) There shall have been no Material Adverse Effect since the date of this Agreement; (f) Each of the Guarantees shall be in full force and effect; (g) Seller and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement; (h) The Employment Agreement shall be in full force and effect; provided, that this Section 7.01(h) shall not be a condition to the obligation of Buyer to close the transactions contemplated by this Agreement if the actions of Buyer or any of its Affiliates or employees contribute significantly to the cause of such Employment Agreement no longer being in full force and effect; (i) Seller shall have been deliveredobtained the consents set forth on Schedule 7.01(i) and such consents shall be in full force and effect; provided, that this Section 7.01(i) shall not be a condition to the obligation of Buyer to close the transactions contemplated by this Agreement if the actions of Buyer or any of its Affiliates or employees contribute significantly to the cause of any such consent not being obtained or no longer being in full force and effect; (j) The Restrictive Covenant Agreement shall be in full force and effect; and (vik) Seller shall deliver have delivered to Buyer each of the Leased Premises following: (i) a certificate of Seller in vacantthe form reasonably satisfactory to Buyer, broom clean condition with all FF&Edated as of the Closing Date, stating that the preconditions specified in Sections 7.01(a) and (including without limitation the Computer and Security Equipmentb), as specifically they relate to Seller, have been satisfied; (ii) resignations effective as of the Closing Date from such officers and directors of the Purchased Subsidiaries or their Subsidiaries as Buyer shall have requested in writing and delivered to Seller not less than five days prior to the Closing Date; (iii) a copy of the certificate of incorporation, certificate of formation, or its equivalent of each of the Purchased Subsidiaries, as applicable (each certified by the Secretary of State of Delaware), and a certificate of good standing from the State of Delaware for each of the Purchased Subsidiaries, each dated within 15 days of the Closing Date; (iv) all necessary forms and certificates complying with applicable Law and in a form reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code; and (v) certified copies of the resolutions duly adopted by Seller’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby. If the Closing occurs, all closing conditions set forth in Schedule IIthis Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been fully waived by Buyer, provided, however, that if Seller fails to satisfy the requirements of Section 7.01(k)(iv), Buyer shall be permitted to withhold amounts in accordance with Section 1.07(d).

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate purchase and pay for the transactions contemplated hereby in connection with the Closing Units is subject to the satisfaction (or waiver by Buyer) on or prior to the Closing Date of the following conditions: (ia) The LTA shall have been duly authorized, executed and delivered by all parties thereto in substantially the form furnished to Buyer as of the date hereof; (b) The Vessel shall have passed the Acceptance Tests and satisfied the Acceptance Minimum Requirements and been delivered to and accepted by Perenco under the terms of the LTA and commenced commercial operations thereunder, and the Acceptance Date shall have occurred; (c) The Delivery shall have occurred, as such term is defined in the Common Terms Agreement; (d) The representations and warranties set forth of the Sellers in Section 22.a) this Agreement shall have been be true and correct on the date hereof and in all material respects as of the Closing (Date as though made on the Closing Date, except to the extent such representations and warranties expressly made as of relate to an earlier date, date (in which case as of such date as if made at representations and warranties shall be true and correct in all material respects, on and as of such earlier date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (iie) Seller Golar GHK shall have transferred all Hilli Corp Shares owned by it to Golar; (f) KSI Production shall have transferred all Hilli Corp Shares owned by it to Keppel; (g) The Sellers shall have performed and or complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in respects with all obligations and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving covenants required by this Agreement and all of to be performed or complied with by the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases Sellers by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vh) each delivery contemplated by The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 11(a7.01(l) of this Agreement are reasonably satisfactory to be delivered to Buyer; (i) Buyer shall have been delivered; andobtained the funds necessary to consummate the purchase of the Units, and to pay all related fees and expenses; (vij) Seller The Tundra Put Sale Closing shall deliver have occurred; (k) Perenco and SNH shall have provided the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security EquipmentCustomer Credit Support, as specifically set forth such term is defined in Schedule IIthe LTA, and the Customer Credit Support shall be in full force and effect; (l) No material adverse change to the condition (financial or otherwise), assets, properties, business or prospects of the Transferred Subsidiaries, taken as a whole, shall have occurred; (m) No Related Party Indebtedness shall be outstanding; (n) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to Buyer and its counsel, and Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer hereunder to consummate purchase the transactions contemplated hereby in connection with the Closing Property from Seller is subject to satisfaction the satisfaction, at or waiver prior to the Closing, of each of the following conditions:conditions (any of which may be waived in whole or in part by Buyer at or prior to the Closing): (ia) Seller shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by it prior to or as of the Closing. (b) All of the representations and warranties of Seller set forth in Section 22.a) this Agreement shall have been be true and correct on the date hereof and as of the Closing (except to in all material respects as though such representations and the extent expressly made as of an earlier date, statements contained in which case as of such date as if this Agreement were made at and as of such date), except where the failure of such representations Closing. (c) All instruments and warranties documents required on Seller's part to be so true effectuate this Agreement and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein;herein shall be reasonably satisfactory to Buyer and its attorneys. (iid) Seller will convey to Buyer good, insurable, indefeasible and marketable fee simple title to the Property, free and clear of all mortgages, liens, encumbrances, restrictions, rights-of-way, easements, judgments and other matters affecting title subject to existing restrictions of record. (e) Buyer shall have obtained reasonable and appropriate financing for the transactions contemplated hereunder in Buyer’s sole and absolute discretion. (f) There shall not have been any change in zoning, title, survey matters or other matters affecting the Property that would interfere with the use of the Property as a retail site or affect the marketability of title. (g) All title objections and survey objections set forth in objection notices, which Buyer shall not otherwise have elected to waive in writing, shall have been cured; provided, if Buyer elects to close hereunder with such objection having not been cured, such objections shall be deemed to have been waived by Buyer. (h) Seller shall have performed maintained in full force and complied with its covenants effect insurance against loss or damage by fire and agreements hereunder through the Closing such other hazards as are customarily covered by extended coverage endorsements in all material respects;an amount sufficient to prevent Seller from becoming a co-insurer of any loss or damage. (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vii) Seller shall deliver not enter into any contracts and agreements relating to the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation management and operation of the Computer and Security Equipment, as specifically set forth in Schedule II)Property.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing Transactions is subject to satisfaction the satisfaction, at or waiver prior to the Closing, of each of the following conditions, unless waived by Buyer: (ia) Other than the representations and warranties of Seller Parent contained in Sections 4.1 (Qualification, Organization), 4.2 (Authority; Binding Effect), 4.3(a)(i) (No Conflicts; Consents), 4.5 (Title to Assets) and 4.10(c) (Material Contracts) (to the extent such representation and warranty relates to any Key IP Contract) (collectively, the “Specified Seller Parent Representations”), the representations and warranties set forth in Section 22.a) Article IV shall have been be true and correct (with such representations and warranties, other than Section 4.9(a), read for such purposes without any materiality or Material Adverse Effect qualifications) on and as of the date hereof of this Agreement and on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date Date as if made at on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except where for inaccuracies that, individually or in the failure of such representations and warranties to be so true and correct has aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Specified Seller Parent Representations shall be true and correct in all material adverse effect respects on and as of the date of this Agreement and on and as of the Closing Date as if made on the condition Closing Date (except that representations and warranties that by their terms speak specifically as of Acquired Assets the date of this Agreement or some other date shall be true and correct in all material respects as a whole of such date). (b) Seller Parent shall have performed or on complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the ability Closing. (c) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect. (d) Seller Parent shall have delivered, or caused the applicable Seller to consummate have delivered, to Buyer: (i) each of the transactions contemplated herein;documents required to be delivered by Seller Parent pursuant to Section 3.2(a); and (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free a certificate dated as of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) signed by a duly authorized officer of Seller Parent, certifying that the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule IISection 10.3(a), Section 10.3(b) and Section 10.3(c) have been duly satisfied.

Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s 's obligation to consummate the transactions transaction contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer's benefit (or Buyer's waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (ia) the All of Seller's representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on in all material respects as of the date hereof of this Agreement and as of the Closing (except Date, subject to the extent expressly any qualifications hereafter made to any of Seller's representations as of an earlier date, provided for in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinSECTION 11.1 hereof; (iib) As of the Closing Date, Seller shall have performed its respective obligations hereunder and complied with its covenants and agreements hereunder through the Closing in all material respectsdeliveries to be made at Close of Escrow by Seller shall have been tendered; (iiic) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would materially and adversely affect Seller’s title in and 's ability to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesperform its respective obligations under this Agreement; (ivd) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the extent that Seller becomes subject to a Chapter 11 Proceeding consummation of the transaction contemplated hereby; and (e) No less than five (5) business days prior to the Closing Date, (1) the bankruptcy court Seller shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer Buyer, with respect to the Real Property, a Tenant Estoppel Certificate from the tenant under the Lease, which estoppel certificate shall have been delivered; and (vi) Seller shall deliver be consistent with the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically information set forth in Schedule II)the Rent Roll. If, notwithstanding the nonsatisfaction of any such condition, the Close of Escrow occurs, there shall be no liability on the part of Seller for breaches of representations and warranties of which Buyer had knowledge as of the Close of Escrow.

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of Buyer to consummate the transactions contemplated hereby in connection with the Closing is by this Agreement shall be subject to satisfaction or waiver of the following conditions, which, to the extent permitted by applicable Legal Requirements, may be waived by Buyer: (ia) the Seller shall have, in all material respects, performed and complied with all covenants and obligations of this Agreement to be complied with and performed by it at or before Closing. (b) The representations and warranties of Seller set forth in Section 22.a) this Agreement that are qualified by materiality or Material Adverse Effect qualifications shall have been be true and correct on in all respects and all other representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects except where any failures or breaches of representations and warranties would not, either individually or in the date hereof and aggregate, have a Material Adverse Effect, in each case, as of the Closing (Date as if made on and as of such date except to the extent expressly made that such representations and warranties speak as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of event such representations and warranties to shall be so accordingly true and correct has not had as of such earlier date. (c) Seller shall have delivered to Buyer a certificate, dated as of the date of Closing, executed by the manager of Seller, certifying that the conditions stated in paragraphs 7.1(a) and would not reasonably be expected 7.1(b) have been satisfied. (d) Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or been terminated, or clearance shall otherwise have been granted by the relevant Governmental Authorities. (e) If Buyer and Seller submit a material adverse effect on the condition joint filing with CFIUS, CFIUS Approval shall have been obtained. (f) The Financing (for greater certainty, providing for gross proceeds of Acquired Assets as a whole at least $65,000,000) shall have been arranged by or on behalf of the ability Buyer Parties; provided, however, that the obligations of Seller Buyer to consummate the transactions contemplated herein;by this Agreement shall not be subject to the condition stated in this Section 7.1(f) if the Buyer Parties have not performed in all respects all covenants and obligations of the Buyer Parties in Section 6.8. (iig) Seller All authorizations, approvals and consents described on Schedule 7.1(g) shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects;been obtained. (iiih) Seller’s title in and There shall be no receivables or other amounts owing to the Acquired Assets Company or Rock Creek from any Affiliates of the Company or Rock Creek or any of their respective related parties. (i) Since the date of this Agreement, there shall not have occurred and be continuing any Material Adverse Effect. (j) There shall be goodno Legal Requirement, valid and marketable no Judgment shall have been entered and free not vacated by any Governmental Authority of all liens and encumbrances;competent jurisdiction in any Litigation or arising therefrom, that enjoins, restrains, makes illegal or prohibits consummation of the transactions contemplated by this Agreement. (ivk) to That certain Management Services Agreement dated March 31, 2014 between EMG and the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court Company shall have entered an orderbeen terminated. (l) The Note, if required, and each Security Document and the Warrant to be delivered by the parties thereto at Closing shall each be in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. (a) The obligations of the Buyer to purchase the Shares from the Seller are subject to the satisfaction, or the waiver by the Buyer’s obligation , on or prior to consummate the transactions contemplated hereby in connection with the Closing is subject to satisfaction or waiver Date, of the following conditions: (i) the representations and warranties set forth in Section 22.a) of the Seller contained herein shall have been be true and correct complete when made and shall be true and complete on the date hereof and as of the Closing (except to Date with the extent expressly made same effect as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of though such representations and warranties had been made on and as of the Closing Date, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and complete as of such particular date; (ii) the Seller shall have performed in all material respects all of their covenants and agreements required to be so performed by them under this Agreement on or prior to the Closing; (iii) the Company and the Buyer shall have entered into a letter agreement, in a form acceptable to the Buyer, pursuant to which the Company shall endeavor to grant to Buyer customary registration rights with respect to the Shares; (iv) the Buyer shall have received a certified true copy of the Resolutions of the Board approving the transactions contemplated hereby and correct has not had thereby and would not reasonably be expected instructing the registered office provider of the Company to update the Register of Members of the Company to evidencing the Shares being transferred to the Buyer; (v) the Seller shall have delivered to Buyer a certified true copy of the register of the members of the Seller dated within five (5) Business Days preceding the Closing; and (vi) there shall have been no Material Adverse Effect (as defined below) since the date of this Agreement. (b) For the purposes of this Section 5, “Material Adverse Effect” means a material adverse effect on the condition of Acquired Assets business (as a whole or on the ability of Seller presently conducted and proposed to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”conducted), assets (A) approving this Agreement and all including intangible assets), affairs, liabilities, condition (financial or otherwise), properties or results of operations of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Company.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with complete the Closing is subject to the satisfaction or waiver (in the sole discretion of Buyer) of each of the following conditions: (ia) each of the representations and warranties set forth of Seller and/or Parent contained in Section 22.a) shall have been this Agreement that are qualified by materiality will be true and correct in all respects and each of the representations and warranties of Seller and/or Parent that are not so qualified will be true and correct in all material respects, in each case, as if such representations or warranties were made on and as of the date hereof Agreement Date and as of the Closing Date (except to the extent expressly made such representations and warranties speak as of an earlier datea specific date or as of the Agreement Date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to will be so true and correct or so true and correct in all material respects, as the case may be, as of such specific date or as of the Agreement Date, respectively); (b) Seller and Parent will have performed, satisfied and complied in all material respects with all covenants and agreements required to be performed by them at or prior to the Closing by this Agreement; (c) since the Agreement Date, there has been no change, event or condition of any character (whether or not covered by insurance) that, individually or in the aggregate, has had and or would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iid) Seller shall have performed receipt of the Title Commitment and complied with its covenants and agreements hereunder through evidence reasonably satisfactory to Buyer that the Closing issuer thereof is unconditionally prepared to issue a policy of title insurance as set forth in all material respectsthe Title Commitment; (iiie) Seller’s title in and to Buyer will have received all of the Acquired Assets shall be goodcertificates, valid and marketable and free of all liens and encumbrances; Required Consents (iv) or, to the extent that any Required Consent identified in Schedule 3.2(f) of the Seller becomes subject to a Chapter 11 Proceeding Disclosure Schedules (other than the Consent identified as item 1 therein) shall not have been obtained on or prior to the Closing DateClosing, (1) Seller shall retain and continue to hold the bankruptcy court shall have entered an order, Contract to which such Required Consent related and ensure that Buyer receives the full benefits of the provisions of such Contract for the duration of its term in a form and substance satisfactory to Buyer and Seller (the “Sale Order”accordance with Section 1.5), (A) approving this Agreement approvals and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be other documents specified in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered3.2; and (vif) Seller EBITDA for the twelve 12 calendar month period ending April 30, 2018 shall deliver the Leased Premises have been at least $1,716,000 as reflected in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Seller’s internal unaudited financial statements.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing Transactions is subject to satisfaction the satisfaction, at or waiver prior to the Closing, of each of the following conditions, unless waived by Buyer: (a) Each of the (i) the representations and warranties set forth in Section 22.a) Seller Fundamental Representations shall have been be true and correct in all material respects, in each case on the date hereof and as of the Closing as if made on the Closing Date (except to the extent expressly made that representations and warranties that by their terms speak specifically as of an earlier date, the date of this Agreement or some other date shall be true and correct in which case all material respects as of such date), and (ii) remaining representations and warranties set forth in ARTICLE IV shall be true and correct in all respects (with such representations and warranties read for such purposes without any materiality or Material Adverse Effect qualifications) on the date hereof and as of the Closing as if made at on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct in all respects as of such date), except where in the failure case of such representations and warranties to be so true and correct has this clause (ii) for inaccuracies or breaches that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) Seller Parent and each other Seller shall have performed in all material adverse effect on respects all covenants and obligations required to be performed by it under this Agreement at or prior to the condition Closing. (c) Since the date of Acquired Assets as this Agreement, no Effects shall have occurred which have had or would reasonably be expected to have, individually or in the aggregate, a whole Material Adverse Effect. (d) Seller Parent shall have delivered, or on caused the ability of applicable Seller to consummate have delivered, to Buyer: (i) each of the transactions contemplated herein;documents and deliveries required pursuant to Section 3.2(a); and (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free a certificate dated as of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) signed by a duly authorized officer of Seller Parent, certifying that the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Section 10.3(a) and Section 10.3(b) have been duly satisfied.

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of Buyer to consummate effect the transactions contemplated hereby in connection with shall be subject to the fulfillment, on or prior to the Closing is subject to satisfaction or waiver Date, of each of the following conditions, any one or more of which may be waived in writing by Buyer in whole or in part: (ia) each of the representations and warranties set forth of Seller contained in Section 22.athis Agreement, (i) to the extent qualified by materiality, shall have been be true and correct on and (ii) to the date hereof extent not qualified by materiality, shall be true and correct in all material respects, when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent expressly (x) that representations and warranties that are made as of an earlier date, in which case as of such a specific date as if made at need be true and correct only as of such date), except where ; and (y) as contemplated or permitted by this Agreement to change between the failure date of such representations this Agreement and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinClosing Date; (iib) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in respects with all agreements, covenants, obligations and conditions required by this Agreement to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that performed or complied with by Seller becomes subject to a Chapter 11 Proceeding at or prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vc) each delivery contemplated by Section 11(a) to be Seller shall have delivered to Buyer a certificate dated as of the Closing Date signed by Seller in form reasonably satisfactory to Buyer, confirming the satisfaction in all respects of the conditions contained in paragraphs (a) through (b) of this Section 6.1; (d) the parties hereto shall have been delivered; andmade and obtained all Governmental Consents set forth in Section 6.1(d) of the Company Disclosure Schedule; (vie) Seller shall deliver have delivered to Buyer evidence that upon payment of the Leased Premises Aggregate Cash Consideration, Seller shall provide Buyer with the Financial Releases; (f) Seller shall have delivered to Buyer a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations in vacanta form reasonably satisfactory to Buyer; (g) Seller shall have duly executed and delivered to Buyer the Distribution Agreement, broom clean condition with all FF&Esubstantially in the form of Exhibit A attached hereto; (h) Buyer shall have received an opinion of Dechert LLP, counsel to Seller, in substantially the form of Exhibit B attached hereto; (including without limitation i) Seller shall have obtained the Computer and Security Equipment, as specifically set forth in Schedule II).consent of each Person whose consent is required under Section 6.1(i) of the Company Disclosure Schedule;

Conditions to Buyer’s Obligations. Buyer’s (a) The obligation of Buyer hereunder to consummate exchange its existing Prior Debt and the transactions contemplated hereby in connection with 2010 Note for the Senior Notes and Preferred Stock at the Closing is subject to satisfaction the satisfaction, at or waiver before the Closing Date, of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by Buyer at any time in its sole discretion by providing the Company with written notice thereof: (i) The Company shall have duly executed and delivered to Buyer (I) each of the representations Transaction Documents to which it is a party, (II) the Acquired Series A Notes, (III) the Acquired Series B Notes, and warranties (IV) the number of shares of Preferred Stock as is set forth across from Buyer’s name in Section 22.acolumn (5) of Schedule I. (ii) Buyer shall have received the opinion of Xxx Xxxxx Xxxxxxxx Incorporated, the Company’s counsel, dated as of the Closing Date, in the form acceptable to Buyer. (iii) The Company shall have delivered to Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) The Company shall have delivered to Buyer a certificate, in the form acceptable to Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, (ii) resolutions (for the benefit of Buyer and all its affiliates) adopted by the Company’s board of directors exempting from Section 16(b) of the 1934 Act (in accordance with Rule 16b-3 promulgated by the SEC under the 0000 Xxx) all transactions that may arise out of any of the Transaction Documents or the Series D Preferred Stock in a form acceptable to Buyer, (iii) the Certificate of Incorporation, (iv) the Bylaws, each as in effect at the Closing, and (v) the number of shares of Class B Common Stock issued and outstanding on the day immediately preceding the Closing. (viii) Each and every representation and warranty of the Company shall be true and correct on as of the date hereof when made and as of the Closing Date as though originally made at that time (except to the extent expressly made for representations and warranties that speak as of an earlier a specific date, in which case as of such date as if made at shall be true and correct as of such date), and except where as to trade payables scheduled in Sections 3(r)(iii) or 3(s)(i) of the failure Disclosure Letter which shall either have been incurred since the date hereof in the ordinary course of business or trade payables so scheduled on such representations sections of the Disclosure Letter which have become more than 60 days past due since the date of the Disclosure Letter) and warranties the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole performed, satisfied or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through by the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding Company at or prior to the Closing Date. Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer in the form acceptable to Buyer. (1ix) The Company shall have delivered to Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the day immediately prior to the Closing. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the bankruptcy court Conversion Shares. (xv) The Certificate of Designations shall have entered been filed with the Secretary of State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (xvi) [intentionally omitted] (xvii) The Company shall have duly executed and delivered to Buyer voting agreements (the “Voting Agreements”) by and between (i) the Company and Xxxxxxxx X. Xxxxxx and (ii) the Company and each director and executive officer of the Company who, directly or indirectly, beneficially owns any Common Stock or Class B Common Stock, pursuant to which each such Person shall irrevocably agree to vote such securities in favor of the Resolutions at the Stockholder Meeting, whether in person or by proxy. (xviii) The Company shall have duly executed and delivered to Buyer an order, advisory agreement in the form acceptable to Buyer (the “Advisory Agreement”). (xix) Xxxxxxx Xxxxxxxx shall have been appointed as a form director to the Company’s board of directors concurrently with the consummation of the transactions contemplated by this Agreement. (xx) The Company shall have amended its Indebtedness owed to Liberty on terms and substance conditions satisfactory to Buyer and Seller identified by Buyer prior to the date hereof and the Buyer and Liberty shall have entered into an Intercreditor and Subordination Agreement on terms and conditions satisfactory to the Buyer in its sole discretion. (xxi) Without implication that it is required under applicable law or Section 203 of the Delaware General Corporation Law (“Sale OrderSection 203”), the Company’s board of directors shall have approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby (Aor which may arise related hereto or thereto) approving prior to the Company’s execution of this Agreement in accordance with applicable law and Section 203 such that the restrictions imposed by Section 203, all shareholder rights or similar plans and all applicable anti-takeover laws or provisions do not apply to Buyer or any of its affiliated or related persons or entities. (xxii) All outstanding shares of Series D Preferred Stock, and all accrued and unpaid dividends thereon, together with any and all of the warrants issued in connection with the Series D Convertible Preferred Stock Purchase Agreement, dated October 29, 2007, shall have been cancelled and exchanged for 36,313,376 shares of Common Stock pursuant to the Series D Preferred Stock Exchange Agreement dated concurrently herewith between the Company and the current record holders of such Series D Preferred Stock. (xxiii) Buyer shall be satisfied in its sole discretion with the results of its financial, business, accounting, tax and legal due diligence investigation of the Company and its Subsidiaries. (xxiv) Buyer shall have received evidence satisfactory in its sole discretion that the Company’s creditors holding trade debt which is more than 30 days past due are contractually obligated to settle such trade debt for forty percent (40%) or less of its face amount. (xxv) The Company shall have delivered the Disclosure Letter to the Buyer. (xxvi) The Company shall have received a written agreement from Xxx Xxxxxxxx waiving any cash bonus that he would be entitled to receive as a result of the transactions contemplated by this Agreement. (xxvii) The Company shall have settled or otherwise formally resolved the lawsuit filed by Bank of America relating to its equipment leases with the Company, on terms and conditions hereofreasonably satisfactory to Buyer, such that the lawsuit will be dismissed by Bank of America and the equipment leases with the Company shall be reinstated. (Bxxviii) approving The Company and authorizing Seller its Subsidiaries shall have delivered to consummate Buyer such other documents relating to the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying this Agreement as Buyer or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)its counsel may reasonably request.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate If the transactions contemplated hereby in connection Closing does not take place simultaneously with the execution of this Agreement, the obligations of the Buyer at the Closing is will be subject to satisfaction or waiver of the following conditions:conditions (any or all of which may be waived by the Buyer): (ia) the The representations and warranties set forth of each of the Sellers contained in Section 22.a) shall have been this Agreement will, except as contemplated by this Agreement, be true and correct on the date hereof and as of the Closing in all material respects (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such that representations and warranties which are qualified as to materiality or as to absence of Material Adverse Effect will be so true and correct has not had in all respects) at the Closing Date with the same effect as though made on that date, and would not reasonably be expected each of the Sellers will have delivered to have the Buyer a material adverse effect on certificate dated the condition Closing Date and signed by the Seller, or an officer or other authorized signatory of Acquired Assets the Seller, as a whole or on the ability of Seller applicable, to consummate the transactions contemplated herein;that effect. (iib) Seller shall Each of the Sellers will have performed and complied with its covenants and agreements hereunder through the Closing fulfilled in all material respects;respects all its or his obligations under this Agreement required to have been fulfilled prior to or at the Closing. (iiic) Seller’s title No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains Lennar or the Buyer from completing the transactions which are the subject of this Agreement and no action will be pending against Lennar, the Buyer or the Company relating to the transactions which are the subject of this Agreement which presents a reasonable likelihood of resulting in an award of damages against Lennar, the Buyer or the Company which would be material in relationship to the aggregate price being paid by the Buyer for the Prometheus Securities and the Short Securities, or would be material to the Company and its subsidiaries taken as a whole. (d) The Company will have executed the Merger Agreement and the Merger Agreement will be in full force and effect. (e) The Company will have executed an agreement to sell its operations in Texas known as Wilshire Homes for at least $23 million not later than June 26, 2002, and the purchaser will have placed in escrow a deposit of at least $1,500,000 with regard to that sale which is not refundable under any circumstances, other than because of a material breach of warranty by the Company or a failure of the Company to fulfill its obligations in a material respect. (f) GCH, Inc. (formerly named Genessee Custom Homes, Inc.) will have delivered to The Genessee Company and to the Acquired Assets shall be good, valid and marketable and free Company an executed Indemnification Agreement in the form of all liens and encumbrances;Exhibit 5.1-F. (ivg) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the The Closing DateDate will be not later than July 31, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)2002.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing is subject to the satisfaction or waiver of the following conditionsconditions at or prior to the Closing: (a) (i) Each of the representations and warranties Fundamental Representations (other than those set forth in Section 22.a2.4(a), Section 2.4(c) and Section 3.2) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties that are made specifically as of an earlier date, which representations and warranties shall have been true and correct on in all material respects as of such earlier date), (ii) each of the representations and warranties in Section 2.4(a), Section 2.4(c) and Section 3.2 shall be true and correct in all respects (other than de minimis inaccuracies) as of the date hereof of this Agreement and as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly other than such representations and warranties that are made specifically as of an earlier date, in which case representations and warranties shall have been true and correct (other than de minimis inaccuracies) as of such earlier date) and (iii) each of the other representations and warranties of the Company and Seller contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar qualifier that may be set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as if made at on and as of the Closing Date (other than such representations and warranties that are made specifically as of an earlier date, which representations and warranties shall have been so true and correct as of such earlier date), except except, in the case of this clause (iii), where the failure of any such representations and warranties representation or warranty to be so true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar qualifier that may be set forth in such representations and warranties) has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iib) Seller and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by them hereunder prior to the Closing; (c) Since the date of this Agreement, no fact, event or circumstance has occurred or arisen that, individually or in combination with any other fact, event or circumstance, has had or would reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries; (d) Seller shall have performed and complied with its covenants and agreements hereunder through received the Closing in all material respectsRequisite Stockholder Approval at the Seller Stockholder Meeting; (iiie) Seller’s title in Buyer, Seller and to the Acquired Assets Company shall be goodhave received or obtained all governmental and regulatory consents, valid approvals, licenses and marketable authorizations that are necessary for the consummation of the Contemplated Transactions, and free of all liens and encumbrancesapplicable waiting periods under the HSR Act shall have expired or been terminated; (f) No Action shall have been taken or overtly threatened by any Governmental Authority of competent jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling or charge would reasonably be expected to (i) prevent the performance of this Agreement or the consummation of the Contemplated Transactions or declare the Contemplated Transactions unlawful, (ii) cause the Contemplated Transactions to be rescinded following consummation, (iii) adversely affect the right of Buyer to own the Company Interests or operate the businesses of or control the Company and its Subsidiaries, (iv) affect adversely the right of the Company and its Subsidiaries to own their respective assets or control their respective businesses or (v) result in any material damages being assessed against the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing DateCompany or any of its Subsidiaries; and no such injunction, (1) the bankruptcy court judgment, order, decree or ruling shall have been entered an orderor be in effect; (g) The Escrow Agent and Seller shall have duly executed the Escrow Agreement, and such agreement shall be in full force and effect and a copy thereof shall have been delivered to Buyer; (h) Seller shall have duly executed the Intellectual Property Assignment Agreement in the form attached hereto as Exhibit A, and such agreement shall be in full force and effect and a copy thereof shall have been delivered to Buyer; (i) Seller shall have duly executed the Transition Services Agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit B, and such agreement shall be in full force and effect and a copy thereof shall have been delivered to Buyer; (j) Seller shall have delivered to Buyer, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller media reasonably acceptable to Buyer, a true and complete copy of all Data relating to the Business that is stored on any System owned or controlled by Seller or any of its Affiliates (2) no order stayingother than the Company or any of its Subsidiaries), reversingincluding all finance and human resources data, modifying or amending together with the Sale Order shall be in effect on full configuration files, of and from Workday as of the Closing Date; (vk) each delivery contemplated by Section 11(a) to be Seller shall have obtained and delivered to Buyer (i) a customary fairness opinion confirming that the Contemplated Transactions are fair to Seller’s stockholders and (ii) a customary solvency opinion confirming that Seller will remain solvent following the Contemplated Transactions, in each case on terms and conditions reasonably satisfactory to Buyer and duly completed by one of the independent financial advisors listed on Schedule 7.1(k); (l) The Senior Management Agreement shall remain in full force and effect as of the Closing Date; (m) No Seller Insolvency Event has occurred; (n) Seller shall have been delivereddelivered to Buyer, in a form reasonably acceptable to Buyer, valid and enforceable evidence of assignment of each of the contracts listed on Schedule 7.1(n) from Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) to the Company or one of its Subsidiaries; (o) Seller and the Company shall have completed, to Buyer’s reasonable satisfaction, all Migration Activities; (p) Seller and the Company shall have delivered the fully executed Supplemental Indentures to Buyer and the Supplemental Indentures shall remain in full force and effect in accordance with their terms; (q) The Estimated Net Working Capital as set forth in the Estimated Closing Statement shall be equal to or greater than $5,000,000; and (vir) At the Closing, Seller and the Company shall deliver have delivered to Buyer: (i) a certificate dated the Leased Premises date of the Closing and signed by an authorized officer of Seller, stating that the conditions specified in vacantSection 7.1(a) and Section 7.1(b) and Section 7.1(c) (with respect to the Company) have been satisfied as of the Closing; (ii) certified copies of the resolutions of Seller as the Company’s sole member authorizing the execution, broom clean condition with all FF&E, delivery and performance of this Agreement and the other agreements contemplated hereby to which the Company is a party and the consummation of the Contemplated Transactions; (including without limitation iii) certified copies of the Computer certificate of formation and Security Equipmentlimited liability company agreement (or similar governing documents) for each of the Company and its Subsidiaries; and (iv) resignations of each of the officers and board members (or equivalently positions) of the Company and its Subsidiaries, as specifically applicable, effective as of the Closing. Any condition specified in this Section 7.1 may be waived by Buyer if such waiver is set forth in Schedule II)a writing duly executed and delivered to Seller by Xxxxx.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate take the transactions contemplated hereby in connection with actions required to be taken by it at the Closing is subject to the satisfaction or waiver by Buyer in its sole discretion, in whole or in part, of each of the following conditionsconditions at or prior to the Closing: (ia) the The representations and warranties set forth in Section 22.a) Articles III and IV shall have been be true and correct on the date hereof in all respects without giving effect to qualifications contained therein as to materiality or Material Adverse Effect, at and as of the Closing (Date, as though then made and as though the Closing Date has been substituted for the date of this Agreement in such 45 representations and warranties, except to the extent that any representation or warranty expressly made as of an earlier date, in which case as a specified date (including the date of such date as if made at this Agreement) will only need to have been true on and as of such date), except where the failure of any such representations and warranties failures to be so true and correct has correct, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) Seller will have performed and complied with each of its covenants and agreements contained in this Agreement in all material adverse effect respects, including, without limitation, (i) the covenant in Section 6.17 and (ii) the obligation in the second sentence in Section 2.2(a) to repay in full all Indebtedness to be Discharged; provided, however, that in the event that the condition in this clause (ii) is not satisfied on the condition date when the other conditions in this Section 7.1 have been satisfied, Seller may extend the Closing Date to a date not later than February 28, 2008; (c) Each Seller Required Consent will have been obtained and will be in full force and effect; (d) Each Buyer Required Consent will have been obtained and will be in full force and effect; (e) No order or injunction will be in effect that prevents consummation of Acquired Assets as any of the transactions contemplated by this Agreement; (f) No Law prohibiting or rendering illegal the performance of this Agreement or the Closing shall have been, after the date hereof, adopted, promulgated or issued or entered; (g) No Material Adverse Effect shall have occurred after the date of this Agreement; (h) Seller and the Company will have tendered for delivery simultaneously with the Closing each of the agreements, certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.3(b)(i), and such agreements so delivered will be in full force and effect; (i) Buyer will have received a whole or on title insurance policy in a face amount equal to the ability of Seller Initial Purchase Price insuring that the Companies have title to the Owned Real Property in a manner that complies with the representation set forth in Section 4.9(c); provided that this Section 7.1(i) will not be applicable unless Buyer has complied with its obligations under Section 6.18; and (j) All Governmental Approvals required to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer hereby shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, obtained (including without limitation under Gaming Laws and the Computer HSR Act), all such approvals shall remain in full force and Security Equipment, as specifically set forth effect and all statutory waiting periods in Schedule II)respect thereof shall have expired.

Conditions to Buyer’s Obligations. The Close of Escrow and --------------------------------- Buyer’s 's obligation to consummate purchase the transactions contemplated hereby in connection with the Closing is Property, are subject to the satisfaction or waiver of the following conditions:conditions or Buyer's written waiver, in its sole and absolute discretion, of such conditions on or before the Closing Date. If any such conditions are not satisfied on or before the Closing Date, Buyer may terminate this Agreement by written notice to Seller and to Escrow Holder, whereupon Escrow Holder shall return to Buyer the Deposit immediately. (ia) As of the representations and warranties set forth in Section 22.a) Closing, Seller shall have been true and correct on the date hereof and as performed all of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties material obligations required to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of performed by Seller to consummate the transactions contemplated hereinunder this Agreement; (iib) Seller shall have performed delivered to Buyer at the Close of Escrow its written certification that all representations and complied with its covenants warranties made by Seller to Buyer in this Agreement are true and agreements hereunder through the Closing correct in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free respects as of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; c) The Title Company shall be committed to issue to Buyer, simultaneously with the Close of Escrow, the Title Policy (vdefined below) each delivery contemplated by Section 11(acovering the Property subject only to the Permitted Exceptions (defined below); d) to be delivered to Buyer From the Effective Date until the Close of Escrow, there shall not have occurred any material adverse change in the physical condition of the Property, and no law, moratorium or other governmental order shall have been deliveredpassed by the City that would prevent Buyer from developing the Property pursuant to the Project Entitlements; and (vie) Seller The Project Entitlements shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)have been received by Buyer.

Conditions to Buyer’s Obligations. All of Buyer’s obligations hereunder (including, without limitation, Buyer’s obligation to pay the Purchase Price, to accept title to the Property and to consummate the transactions contemplated hereby in connection with Closing) are expressly conditioned on the satisfaction at or before the time of Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and conditions precedent being fully satisfied as of the Closing (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option): (a) At Closing, Seller shall deliver possession of the Property to Buyer free and clear of all tenancies and other occupancies except for the Master Lease and the Operating Subleases; (b) Seller shall have timely delivered the items set forth in Section 10 above that Seller is obligated to deliver; (c) Buyer shall have received from Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates, Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof, subject only to the Permitted Exceptions; (d) The Real Property shall have a valid, permanent and unconditional certificate of occupancy (or the equivalent thereof) for the use and occupancy of the Property by Tenant and the Operating Subtenant (to the extent expressly required by applicable law) which shall not contain any contingencies or require any additional work to be completed, and Buyer shall have received a copy of such certificate; (e) Each Operating Subtenant shall be in possession of the subpremises demised under each of the Operating Subleases and open for business to the public; (f) Between the date hereof and the Closing Date, there shall have been no event having a Material Adverse Effect with respect to the financial or physical condition of the Property or the business operated thereon; (g) The municipality in which the Property is located or any other relevant governmental authority issues all certificates, permits and inspection and other approvals that may be required as a condition to the transfer of the Property to Buyer and to continue to operate the Property; (h) No later than five (5) business days prior to the Closing Date, Seller shall have obtained an estoppel certificate as to each restrictive covenant, declaration and/or reciprocal easement agreement of record, which estoppel certificate shall: (i) be executed by each party entitled to enforce such document; (ii) confirm that such document is in full force and effect, unmodified except as revealed by the Title Report/Commitment received by Buyer; (iii) confirm that there are no defaults by the Seller and/or the Property under such document; (iv) confirm that there are no outstanding sums owed by the Seller and/or the Property; (v) confirm that there are no outstanding construction or similar obligations of Seller and/or the Property; and (vi) be dated no earlier than thirty (30) days prior to Closing; (i) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of an earlier date, in which case as the date of such date Closing as if such representations and warranties were made at and as of such date)the Closing, except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsrespects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; (iiij) Seller’s title in All Regulatory Approvals shall have been issued and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesobtained; (ivk) All conditions precedent in favor of Buyer under the Closing Agreement shall have satisfied all conditions and the closing thereunder shall have occurred or occurs simultaneously with the Closing hereunder; and (l) Seller shall have delivered to the Title Company, in recordable form, a memorandum of right of first refusal executed by Providence PCC of Grenada, LLC, with respect to the property located at 0000 X X Xxxx Drive, Grenada, Mississippi 38901. (m) Seller shall have recorded or delivered to the Title Company, in recordable form, a release of that certain Land Use Restriction Agreement among Seller, Xxxxxxx Bank, as trustee, and Mississippi Home Corporation, as issuer, dated as of December 1, 2006, and recorded on December 14, 2006, in Book M267, Page 722, in the records of Bolivar County, Mississippi. (n) If any of the foregoing conditions precedent have not been satisfied as of Closing, Buyer may, in its sole and absolute discretion, either: (i) waive any unsatisfied conditions and proceed to Closing in accordance with the terms and provisions hereof with no deduction from or adjustment of the Purchase Price except for (a) adjustment equal to the amount required to satisfy and discharge of record at or before Closing of any and all liens, judgments or other encumbrances which can be removed by the payment of a fixed and ascertainable amount together with interest and penalties thereon, if any, and together with any additional title insurance costs or premiums imposed by Title Insurer by reason thereof, and (b) the cost of curing any failed condition precedent to the extent that Seller becomes subject reducible to a Chapter 11 Proceeding prior to liquidated sum; (ii) suspend the Closing DateDate on one or more occasions for a period of time as Buyer shall reasonably determine in order to allow for all of the foregoing conditions precedent to be satisfied, during which period Seller and Buyer shall work cooperatively and with reasonable diligence to satisfy all of said conditions, or (1iii) terminate this Agreement by delivering written notice thereof to Seller no later than Closing, upon which termination the bankruptcy court Xxxxxxx Money shall have entered an order, in a form and substance satisfactory be refunded to Buyer and Seller (the “Sale Order”)shall reimburse Buyer for all title insurance company charges, (A) approving this Agreement survey charges, attorneys’ fees and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate other out-of-pocket costs incurred in connection with the transactions contemplated hereinby this Agreement, including the assumption all obligations, liabilities and assignment rights of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order parties under this Agreement shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)terminate.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate take the transactions contemplated hereby in connection with actions required to be taken by it at the Closing is subject to the satisfaction or waiver waiver, in whole or in part, in Buyer's sole discretion, of each of the following conditions: (i) conditions at or prior to the Closing: The representations and warranties set forth of Seller contained in Section 22.a) shall have been this Agreement or in any certificate delivered pursuant hereto will be true and correct on the date hereof in all material respects, or if any representation and warranty is qualified as to "materiality" or "Material Adverse Effect", such representation and warranty will be true and correct in all respects, at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties relate to an earlier date (in which case such representations and warranties will be so true and correct has not had in all material respects or in all respects, as applicable, as of such earlier date)); provided that in the event of a breach of a representation or warranty, the condition set forth in this Section 1.1(a) will be deemed satisfied unless the effect of all such breaches of representations and warranties, taken together, result in or would not be reasonably be expected to have result in, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Material Adverse Effect; Seller to consummate the transactions contemplated herein; (ii) Seller shall will have performed and complied with each of its covenants and agreements hereunder through the Closing contained in this Agreement in all material respects; (iii) Seller’s title ; after the date of this Agreement, no Material Adverse Effect will have occurred; the Seller will have delivered each of the agreements, certificates, instruments and other items that it is obligated to deliver pursuant to Section 1.1(b)(i), and so delivered will be in full force and to effect; and Buyer will have received certificates dated as of a date not earlier than the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding fifth Business Day prior to the Closing Dateas to the good standing of URN LLC, (1) URN Ltd. and STMV, executed by the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all appropriate officials of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment State of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Texas.

Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate the transactions transaction contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (ia) the All of Seller’s representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on in all material respects as of the date hereof of this Agreement and as of the Closing (except Date, subject to the extent expressly any qualifications hereafter made to any of Seller’s representations as of an earlier date, provided for in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinSection 11.1 hereof; (iib) As of the Closing Date, Seller shall have performed its respective obligations hereunder and complied with its covenants and agreements hereunder through the Closing in all material respectsdeliveries to be made at Close of Escrow by Seller shall have been tendered; (iiic) Seller’s title in and to There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the Acquired Assets shall be goodbenefit of creditors, valid and marketable and free of all liens and encumbrancesinsolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller or against the Property Owners that are not covered by insurance; (ivd) There shall exist no pending or threatened action, suit or proceeding with respect to Seller or the extent that Seller becomes subject Property Owners before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a Chapter 11 Proceeding discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby; (e) Subject to Section 4.4 above, no less than three (3) business days prior to the Closing DateDate (as the same may be extended under the terms of this Agreement), (1) the bankruptcy court Seller shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer Buyer, Tenant Estoppel Certificates complying with the provisions of Section 4.4 above, which Tenant Estoppel Certificates shall have been deliveredbe consistent with the information set forth in the Rent Rolls; and (vif) As of the Closing Date, there shall have been no material adverse changes since the expiration of the Due Diligence Period in the condition of the Property (including, but not limited to, the Leases (except for any amendments to the Leases provided for under this Agreement and except for the expiration of any Lease pursuant to the express terms of any Lease), except any changes in the condition of the Property covered by the provisions of Section 5.4 herein. (g) The Title Company shall be irrevocably committed to issue the Title Policy to the Property Owners effective as of the Closing Date, subject only to the Permitted Exceptions and without additional premium to Buyer. If, notwithstanding the nonsatisfaction of any such condition, the Close of Escrow occurs, there shall be no liability on the part of Seller shall deliver for breaches of representations and warranties of which Buyer had knowledge as of the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Close of Escrow.

Conditions to Buyer’s Obligations. Buyer’s 's obligation to consummate the transactions contemplated hereby in connection with Closing and to make the deliveries required of Buyer at the Closing is shall be subject to the satisfaction or waiver by Buyer of each of the following conditions: (i) the 4.2.1 All representations and warranties set forth in Section 22.a) of Seller contained herein shall have been continue to be true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in , all covenants and obligations to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that performed by Seller becomes subject to a Chapter 11 Proceeding on or prior to the Closing Date, (1) the bankruptcy court shall have entered an order, been performed in a form all material respects and substance satisfactory Seller shall have certified the foregoing to Buyer and in writing. 4.2.2 Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying shall have delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer all of those documents, instruments and agreements required to be delivered by Seller to Buyer under Section 3.3 hereof. 4.2.3 No action, suit or other proceedings shall be pending before any court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. 4.2.4 The Bankruptcy Court shall have entered the Approval Order (in accordance with Section 8.3.2 below) which entered Approval Order shall not have been materially altered, amended or modified in a manner adverse to Buyer from the form submitted to the Bankruptcy Court pursuant to Section 8.3.2, the Bankruptcy Court shall have made the finding provided for in Section 8.3.2(ii), the Approval Order shall not have been stayed as of the Closing Date and ten (10) calendar days shall have elapsed since the Bankruptcy Court entered the Approval Order. 4.2.5 All applicable waiting periods relating to the HSR Act shall have expired or been terminated with respect to the transaction contemplated hereby, and any proceeding that may have been filed or instituted thereunder shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)satisfactorily concluded.

Conditions to Buyer’s Obligations. Buyer’s obligation 's obligations to consummate buy the Aircraft and to assume the obligations of Seller under the Assigned Documents shall be subject to (x) Buyer's receipt of the following documents on or before the Delivery of the Aircraft and Related Assets, reasonably satisfactory in form and substance to Buyer, or, if applicable, (y) the occurrence of the following events on or before Delivery: (a) the Xxxx of Sale and Assignment; (b) copies of the Assigned Documents; including, without limitation, a chattel paper original of the Lease; (c) Seller's representations and warranties in this Agreement shall be true on the Closing Date (except to the extent that such representations and warranties relate solely to an earlier date in which case they shall be true as of such date). Seller shall deliver to Buyer a certificate executed by a duly authorized officer to that effect ; (d) no Event of Loss shall have occurred; (e) Seller's transfer of the Reserves and Security Deposit to Buyer; (f) immediately after giving effect to the consummation of the transactions contemplated hereby hereby, no Event of Default under the Lease shall exist; (g) Upon the delivery of the Xxxx of Sale, Seller shall have transferred to Buyer good and marketable title to the Aircraft and the Related Assets, free and clear of all Liens other than the Lease (or with respect to the Aircraft, Lessor's Liens). Buyer shall have received written evidence reasonably satisfactory to it evidencing the matters set forth in this subsection (g); (h) no action or proceeding shall have been instituted by the Aviation Authority, FAA, the Department of Transportation, or other United States or Trinidad and Tobago governmental body ("Governmental Body"), no governmental action shall be threatened by any Governmental Body and no other judgement, order, decree shall have been issued or proposed to have been issued by any Governmental Body to set aside, restrain, enjoin or prevent the execution, delivery or performance of this Agreement, the Assignment, the Xxxx of Sale, the Consent and any other documents executed in connection with this Agreement (collectively, the "Operative Documents"), or the consummation of the transactions contemplated by the Operative Documents; (i) all approvals and consents which are required in connection any transaction contemplated by the Operative Documents or the Assigned Documents shall have been duly obtained and delivered to Buyer; (j) each of the Operative Documents to which Seller is a party shall have been duly authorized, executed and delivered by Seller and shall be in full force and effect with respect to Seller and executed counterparts shall have been delivered to Buyer; (k) Buyer shall have received by the Closing is subject to satisfaction or waiver of Date the following conditionsfollowing: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and as a copy of the Closing (except to resolutions of the extent expressly made as Board of an earlier dateDirectors of Seller, in which case as certified by a Corporate Secretary of such date as if made at Seller, duly authorizing the sale of the Aircraft and as the Related Documents and the assignment of such date)the Assignment Documents and the execution, except where delivery and performance of the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinOperative Documents; (ii) an incumbency certificate of Seller shall as to the persons authorized to execute and deliver the Operative Documents and each other document executed by Seller in connection with the transactions contemplated by the Operative Documents, including the signature of such persons; and (iii) evidence that the Assignment, the Xxxx of Sale and the Consent have performed been duly executed and complied with its covenants and agreements hereunder through the Closing in all material respectsdelivered to Buyer; (iiil) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court Buyer shall have entered received an order, opinion of counsel reasonably satisfactory in a form and substance satisfactory to it, dated the Closing Date addressed to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; from X. Xxxxxx-Xxxxx & Co. and (vim) Seller Buyer shall deliver be satisfied that the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation place of delivery of the Computer Aircraft and Security Equipment, as specifically set forth in Schedule II)the closing arrangements do not have material adverse tax consequences.

Conditions to Buyer’s Obligations. Buyer’s obligation obligations to consummate close the transactions contemplated hereby in connection with purchase of the Closing is Property under this Contract are subject to the satisfaction or waiver of each of the following conditions:conditions (any of which may be waived in whole or in part in writing by Buyer at or prior to the Closing Date for the Property): (ia) The Conditions in this Contract for the representations and warranties set forth in Section 22.a) shall benefit of Buyer have been satisfied or waived in writing by Buyer; and (b) All representations, warranties, and covenants of Seller in this Contract are true and correct on the date hereof accurate and as free of the Closing violation; and (except to the extent expressly made as of an earlier date, in c) No event which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not could reasonably be expected to have a material adverse effect on the condition Property or its value shall occur after expiration of Acquired Assets as the Due Diligence Period, and Buyer has not first discovered any fact after expiration of the Due Diligence Period that could not with reasonable diligence have been discovered during the Due Diligence Period and which fact could reasonably be expected to have a whole or material adverse effect on the ability of Seller to consummate the transactions contemplated herein;Property or its value; and (iid) At the Closing, there will be no outstanding contracts made by Seller for any improvements to the Property that have not been fully paid, and all mechanics’, contractors’ and materialmen’s liens arising from any labor or materials furnished prior to Closing relating to contracts made by Seller for any improvements to the Property Seller will have been discharged by Seller; and (e) The Title Company shall be ready, willing and able to issue the owner’s Title Policy in the form required herein on the Closing Date; and (f) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer shall have been deliveredthe Title Company the documents and instruments required herein to be delivered by Seller at Closing; and (vig) Seller shall deliver have caused the Leased Premises Title Company to commit to issue the Title Policy to Buyer without exception for over that certain Deed of Trust, dated September 7, 1993, recorded September 8, 1993, in vacantthe office of the County Recorder for Utah County, broom clean condition state of Utah and with all FF&Eaffirmative coverage in the form of the Title Policy endorsement attached to Exhibit 11 with respect to such Trust Deed; and (h) Contemporaneously with the Closing, (including without limitation Buyer and Scrub Oak shall have closed the Computer and Security Equipment, as specifically set forth in Schedule II)sale by Scrub Oak to Buyer of the Scrub Oak Properties pursuant to the terms of the Scrub Oak Contract.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with Transactions at the Closing is subject to satisfaction the satisfaction, or written waiver by Buyer, of each of the following conditions: (a) (i) all of the representations and warranties set forth of Seller and the Principal in Section 22.a) shall have been this Agreement must be true and correct on the date hereof and as of the Closing in all material respects (except to the extent expressly made as of an earlier dateany such representations or warranties are qualified by materiality, in which case as of such date as if made at and as of such date), except where the failure of such representations and or warranties to shall be so true and correct has not had in all respects); and would not reasonably (ii) Seller and the Principal must have performed and complied with all of their respective covenants and obligations under this Agreement to be expected performed by them prior to or at the Closing. (b) on or before the Closing, Seller shall have a material adverse effect on delivered the condition of Acquired Assets as a whole or on following to Buyer, in form and substance satisfactory to Buyer, acting reasonably: (i) the ability of Seller to consummate the transactions contemplated hereinEscrow Agreement, executed by Seller; (ii) the Non-Competition Agreement, executed by Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsPrincipal; (iii) the Transition Services Agreement, executed by Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) Audited Financial Statements, prepared in accordance with GAAP with a reconciliation to U.S. GAAP, applied on a consistent basis throughout the extent that Seller becomes subject to a Chapter 11 Proceeding prior to periods covered thereby and audited in accordance with Generally Accepted Auditing Standards of the Closing DateUnited States of America; (v) an opinion from Seller’s counsel, (1) the bankruptcy court shall have entered an orderField Law LLP, in a the form and substance satisfactory attached hereto as Exhibit E, addressed to Buyer and its counsel for which such counsel may rely on a certificate of Seller as to factual matters; (vi) a valid and current Purchase or Clearance Certificate or the “Sale Order”), (A) approving this Agreement and written equivalent from the Workers’ Compensation Board in respect of the Business that confirms all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment its workers’ compensation accounts are in good standing as of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vvii) all bills of sale, assignments, instruments of transfer, deeds, assurances, consents and other documents as shall be necessary or desirable to effectively transfer to Buyer the Purchased Assets and Assumed Liabilities, in each delivery contemplated case, executed by Section 11(aSeller; (viii) actual possession of the Purchased Assets, free and clear of all Encumbrances; (ix) a certificate of an officer of Seller, in form and substance reasonably satisfactory to Buyer, certifying, in such officer’s capacity as an officer of Seller, and not in his or her personal capacity, that: (A) attached thereto is a true, correct and complete copy of: (1) the Organizational Documents of Seller; (2) to the extent applicable, resolutions duly adopted by the board of directors and shareholders of Seller authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents; and (3) a certificate of status or good standing as of a recent date for Seller from its jurisdiction of organization, and from each jurisdiction in which it is qualified to conduct business; (B) the resolutions referenced in subsection (A)(2) are in full force and effect as of the Closing Date; and (C) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect the existence or good standing of Seller; (x) written evidence, satisfactory to Buyer, that Seller and the Principal have made all filings required by Law to be delivered made by them in order to Buyer shall have been deliveredperform the Transactions contemplated to be performed on or before the Closing Date; and (vixi) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of Seller’s and/or the Principal’s representations and warranties hereunder; (B) evidencing Seller’s and/or the Principal’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by Seller and/or the Principal hereunder; (C) evidencing the satisfaction of any condition referred to in this Section 7.1; or (D) otherwise facilitating the performance of the Transactions. (c) the Pre-Closing Transactions shall been completed in a manner that is satisfactory to Buyer, acting reasonably; (d) Seller shall deliver have (i) caused all Encumbrances on the Purchased Assets (other than Permitted Encumbrances) to be fully and irrevocably satisfied, removed, released and discharged in all respects; and (ii) except with respect to Permitted Encumbrances, duly filed and recorded, or caused to have been duly filed and recorded, such financing change statements or other evidences of the satisfaction, removal and discharge thereof all in form and substance reasonably satisfactory to Buyer; (e) each Consent listed in Schedule 5.5(b) must have been obtained, delivered to Buyer, be in full force and effect and in a form approved by Buyer; (f) there must not be any Proceeding pending or threatened against Seller or any of its Affiliates or the Principal that (i) challenges or seeks damages or other relief in connection with the Transactions; or (ii) may have the effect of preventing, delaying, making illegal or interfering with the Transactions; (g) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law; and (h) no damage or destruction or other change shall have occurred with respect to any of the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation Real Property or any portion thereof that would materially impair the Computer and Security Equipment, operation of the Business as specifically set forth in Schedule II)currently conducted.

Conditions to Buyer’s Obligations. BuyerThe Closing and Xxxxx’s obligation to consummate the transactions contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer’s benefit (or Buyer’s written waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: a. Buyer shall be satisfied with the results of its due diligence by 5:00pm on the day immediately prior to the Closing Date (ithe “Due Diligence Period”). During the Due Diligence Period, Seller shall have provided Buyer, its accountants, counsel and other representatives with such information necessary to permit Buyer to complete its business and legal due diligence on Seller. If Buyer determines, in its sole discretion, that it does not wish to proceed with this transaction, then Xxxxx shall deliver to Seller written notice thereof prior to the expiration of the Due Diligence Period; b. Xxxxx’s final approval of the Disclosure Schedules; c. Buyer entering into an agreement with Xxx Xxxxx ("Xxxxx") the to work with Xxxxx in a capacity to be mutually agreed to by and between Xxxxx and Xxxxx; d. All of Sellers’ representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on in all material respects as of the date hereof Effective Date and as of the Closing (except Date, subject to any qualifications hereafter made to any of Sellers’ representations; e. Since the extent expressly made as of an earlier dateBalance Sheet Date, there shall not have occurred any circumstance or event which, individually or in which case as of such date as if made at and as of such date)the aggregate, except where the failure of such representations and warranties has had or is reasonably likely to be so true and correct has not had and would not reasonably be expected to have result in a material adverse effect on the condition of Acquired Assets as a whole effect; f. All consents from third parties to Contracts or on the ability of Seller otherwise that are required to consummate the transactions contemplated hereinherein shall have been obtained in writing; (ii) Seller g. Xxxxx’s board of directors shall have performed and complied with its covenants and agreements hereunder through finally approved of the Closing in all material respects;transactions contemplated hereunder; and (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free h. As of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court Sellers shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement performed their obligations hereunder and all of the terms and conditions hereof, and (B) approving and authorizing Seller deliveries to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on made at the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer Sellers shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)tendered.

Conditions to Buyer’s Obligations. Under This Agreement. The obligations of the Buyer under Articles I and II of this Agreement shall be further subject to the satisfaction, or waiver by the Buyer’s obligation , at or prior to consummate the Closing, of each of the following conditions precedent: a) The Buyer shall have completed its due diligence investigation with respect to the Seller, the Business and the Purchased Assets, and the Seller shall have delivered an updated Due Diligence Punch-List at Closing, certifying as to the corrective actions taken with respect thereto since the version delivered upon execution hereof. b) All consents by third parties (including Governmental Authorities, as defined in Section 4.3(c)) that are required for the transfer of the Business and the Purchased Assets, and for the consummation of the transactions contemplated hereby in connection with hereby, including, without limitation, the Closing is subject to satisfaction or waiver consents of the following conditions:customers party to the Customer Contracts, shall have been obtained or provided for; provided, however, for purposes hereof, it shall suffice, with respect to any consent required from the FCC, if the FCC shall have granted "special temporary authority" in response and with respect to the STA Application (as defined in Section 8.3) filed pursuant to Section 8.3 below. c) Since the date of execution hereof, the Business and the Purchased Assets shall not have been materially adversely affected in any way by any act of God, fire, flood, war, labor disturbance, legislation (iproposed or enacted), or other event or occurrence, and there shall not have occurred any event, condition, or state of facts of any character that has materially and adversely affected or may reasonably be anticipated to materially and adversely affect the Business or the Purchased Assets. d) The Seller shall have caused to be performed a comprehensive tax lien, UCC lien, and judgment search with respect to the representations Seller, the Subsidiary, and warranties the Purchased Assets, in all appropriate jurisdictions and shall have delivered the results thereof to the Buyer, and shall have terminated and/or satisfied all of such liens and judgments to the complete satisfaction of the Buyer prior to Closing (as set forth in Section 22.a3.3(d) shall have been true and correct on above). e) Without limiting any other conditions to Closing, the date hereof and Rochester Consent (as of the Closing (except to the extent expressly made as of an earlier date, defined in which case as of such date as if made at and as of such dateSection 4.11(e), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in full force and effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer and shall not have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)revoked or modified.

Conditions to Buyer’s Obligations. Buyer’s The obligation of the Buyers to consummate the transactions contemplated hereby in connection with the Closing Purchase is subject to the satisfaction at or waiver prior to the Closing of each and every one of the following conditionsconditions precedent, any one or more of which may be waived by the Buyers in writing: (i) 5.1.1 Each of the representations and warranties of the Sellers set forth in Section 22.a) Article 5 of this Agreement shall have been be true and correct in all material respects, on and as of the date hereof of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent expressly made as of an earlier another date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein;. (ii) Seller 5.1.2 The Sellers shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and respects with all of the terms agreements, covenants and conditions hereofobligations required under this Agreement to be performed or complied with by the Sellers prior to or at the Closing. 5.1.3 There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Purchase to be effected at the Closing and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the Purchase to be effected at the Closing. 5.1.4 The Transaction Documents shall have been executed and delivered by the Sellers, as applicable. 5.1.5 The Buyers, at Buyers’ election, shall have: (i) received the Wxxxx Fargo Consent, or (ii) closed on the Alternative Financing and fully satisfied the Wxxxx Fargo loan obligations (which satisfaction shall not reduce the Purchase Price). 5.1.6 The HMG Management Agreement shall be terminated and any accrued and unpaid management fees shall be paid in full at Closing. The form of termination of the HMG Management Agreement is attached hereto as Exhibit 5.1.6. 5.1.7 The Buyers shall have received the general release in the form of Exhibit 6.1.7 attached hereto, whereby the Sellers and their respective affiliates shall have released any potential claims against the Companies and the Buyers and their respective affiliates (except for claims arising out of this Agreement) 5.1.8 The Buyers shall have negotiated a termination or extension and modification of the RMI LLC Management Agreement in form and content satisfactory to Buyers. Buyers shall have the exclusive right to negotiate the same from and after the expiration of the Inspection Period. Neither Sellers nor the Companies shall make any modification to the RMI Management Agreement before the expiration of the Inspection Period. Notwithstanding anything to the contrary contained in this Agreement, the termination, extension or modification shall, by its terms, provide that: (i) it shall not be effective unless, and (B) approving and authorizing Seller to consummate until after, the consummation of the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, this Agreement; and (2ii) no order stayingif the transactions contemplated by this Agreement are not consummated, reversingthe termination, modifying extension or amending the Sale Order modification shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer void and Security Equipment, as specifically set forth in Schedule II)of no effect.

Conditions to Buyer’s Obligations. Buyer’s The obligation of each of Buyer Parent and Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or or, if permissible, waiver of the following conditionsconditions as of the Closing: (i) the Seller Fundamental Representations shall be true and correct (A) in all respects (except for inaccuracies that are de minimis relative to such Sellers, collectively) with respect to all Sellers other than the Blackstone Sellers and the Non-Compete Sellers and (B) in all respects (except for de minimis inaccuracies) with respect to the Blackstone Sellers and the Non-Compete Sellers, in each case as of the Closing Date with the same force and effect as though made on such date; (ii) the representations and warranties set forth in Section 22.a5.06(n) (disregarding all qualifications as to “materiality,” “Material Adverse Effect” or similar qualifications) shall have been be true and correct on the date hereof and in all material respects as of the Closing Date with the same force and effect as though made on such date; (iii) the representation and warranty set forth in the last sentence of Section 4.07 shall be true and correct in all respects as of the Closing Date with the same force and effect as though made on such date; and (iv) the representations and warranties (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 5.06(n) and Section 4.07) set forth in Article III, Article IV and Article V shall be true and correct as of the Closing Date (except to the extent for such representations and warranties expressly made as of an earlier a specified date, in which case as of such date as if made at and case, as of such date) with the same force and effect as though made on such date (disregarding all qualifications as to “materiality,” “Material Adverse Effect” or similar qualifications), except where the failure of such representations and warranties to be so true and correct has not had and as of such date, would not not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iib) each Seller (or, with respect to deliveries to be made at the Closing, Sellers’ Representative on each Seller’s behalf, as applicable, to the extent permitted by this Agreement) shall have performed and complied with its and performed in all material respects all of the covenants and agreements hereunder through required to be complied with or performed by them at or prior to the Closing in all material respectsClosing; (iiic) each Seller (or Sellers’ Representative on each Seller’s title in and to the Acquired Assets shall be goodbehalf, valid and marketable and free of all liens and encumbrances; (ivas applicable) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer all of the items required to be delivered under Section 2.03(b); (d) no effect, event, development or change shall have been deliveredoccurred or arisen since the date hereof that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (e) prior to the Closing, the Pre-Closing Reorganization shall have occurred in accordance with and pursuant to Section 7.16; (f) Buyer shall have received (i) a Joinder duly executed (on his, her or its own behalf) by each Dragged Seller who is not a POA-Joined Dragged Seller and (ii) a Joinder duly executed by the General Partner on behalf of each POA-Joined Dragged Seller. (g) Buyer shall have (i) received all consents or waivers necessary under the Floorplan Financing such that the parties to the Floorplan Financing (other than the Acquired Companies) have no continuing right (A) to consent to this Agreement, its execution, delivery or performance, or the transactions contemplated hereby or (B) to terminate or (except as provided in the applicable consent) amend or modify in any manner the Floorplan Financing or any terms thereof as a result of this Agreement or the transactions contemplated hereby, which consents shall be in form and substance reasonably satisfactory to Buyer and duly executed by the applicable parties to the Floorplan Financing or (ii) refinanced the Floorplan Financing pursuant to comparable financing arrangements such that the parties to such replacement financing (other than the Acquired Companies) have no continuing right (A) to consent to this Agreement, its execution, delivery or performance, or the transactions contemplated hereby or (B) to terminate or amend or modify in any manner such replacement financing or any terms thereof as a result of this Agreement or the transactions contemplated hereby, which replacement financing shall be in form and substance reasonably satisfactory to Buyer; provided, that any amendment or modification reflected in any such consent (or any such replacement financing) shall be reasonably satisfactory to Buyer so long as (I) in the case of a replacement financing, the lender is reasonably satisfactory and (II) such amendment or modification (or replacement financing) would not reasonably be expected (x) to adversely alter in any respect any of the terms under the Floorplan Financing (or, in the case of replacement financing, include terms thereunder that adversely differ from the applicable refinanced Floorplan Financing) with respect to the aggregate commitments by the lenders thereunder, the base rates, margins or other fees or interest payable with respect to any amounts borrowed thereunder, the maturities of credit advances thereunder, the amounts, timing or other terms with respect to any curtailment payments thereunder, the security or collateral required thereunder, unless all such adverse alterations or differences, as applicable, are immaterial, individually and in the aggregate, (y) individually or in the aggregate with other amendments or modifications, to adversely impact in any material respect covenants or events of default under the Floorplan Financing as they relate to the ability of the Acquired Companies to incur, maintain and perform their obligations in connection with the Debt Financing, or (z) individually or in the aggregate with other amendments or modifications, to adversely alter in any material respect any other terms of the Floorplan Financing; and (vih) Seller Buyer shall deliver have obtained the Leased Premises Financing described in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically Financing Commitments on the terms set forth in Schedule II)the Financing Commitments in an amount that (together with the net proceeds Buyer shall have obtained from the Follow-On Financing) is sufficient for the Financing Purposes.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction of the following conditions at or waiver before the Closing. To the extent permitted by applicable law, Buyer, in its sole discretion, may elect to waive, in whole or in part, any of the following conditions: (ia) the The representations and warranties of Seller set forth in Section 22.a) Article II that are qualified as to materiality, or in Sections 2.01, 2.02 and 2.03, shall have been be true and correct, and those that are not so qualified shall be true and correct on in all material respects, in each case, as of the date hereof of this Agreement, and as of the Closing with the same force and effect as if made on and as of the Closing (except to the extent expressly made as of an earlier a particular date, in which case as of such date as if made at and case, solely as of such date); (b) Seller shall have performed, except where in all material respects, each of the failure of such representations covenants and warranties agreements required to be so true performed and correct has not had and would not reasonably complied with by Seller under this Agreement prior to the Closing; (c) The waiting period applicable to the consummation of the transaction contemplated by this Agreement under the HSR Act shall have expired or been terminated; (d) Seller shall have delivered, or caused to be expected delivered, to have Buyer all of the following: (i) a material adverse effect on the condition of Acquired Assets as a whole or on the ability certificate, duly executed by an officer of Seller and dated as of the Closing Date, certifying that, to consummate such officer’s knowledge, the transactions contemplated hereinconditions set forth in Sections 7.01(a) and (b) have been satisfied or waived; (ii) the Xxxx of Sale, set forth on Exhibit B, duly executed by Seller shall have performed and complied with and/or one of its covenants and agreements hereunder through the Closing in all material respectswholly owned subsidiaries; (iii) Seller’s title in the Assignment and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Assumption Agreement between Buyer and Seller (the “Sale OrderAssignment and Assumption”), set forth on Exhibit C, duly executed by Seller and/or one of its wholly owned subsidiaries; (Aiv) approving this the Domain Name Transfer Agreement, Patent Assignment Agreement and all Trademark Assignment Agreement, set forth on Exhibits G-1, G-2 and G-3 (together evidencing the transfer of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller Purchased Intellectual Property to Buyer), and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Dateduly executed by Seller; (v) each delivery contemplated a transition services agreement between Seller and Buyer in the form attached hereto as Exhibit A (the “Transition Services Agreement”) duly executed by Section 11(aSeller; (vi) the Business Books and Records to be delivered at Closing pursuant to the terms of the Transition Services Agreement; (vii) consents and releases from all Persons to discharge any Encumbrance (other than Permitted Encumbrances) on the Purchased Assets or the Business that are listed on Schedule 7.01(d)(vii); (viii) the Limited Warranty Deed (with respect to the transfer of the Building) by and between Seller and Buyer, in the form attached hereto as Exhibit D, duly executed by Seller; (ix) the Curves License, on substantially the terms set forth on the attached Schedule 7.01(d)(ix); (x) the Microwave Science Sublicense between Buyer shall have been deliveredand Seller, set forth on Exhibit E, duly executed by Seller; (xi) the Sucralose License between Seller and Buyer, set forth on Exhibit F, duly executed by Seller; and (vixii) Seller such other documents and instruments as are reasonably necessary to effectuate or evidence the transactions contemplated by this Agreement. (e) No action, suit, or proceeding shall deliver the Leased Premises in vacantbe threatened or pending before any court or quasi-judicial or administrative agency of any non-U.S. or any U.S. federal, broom clean condition with all FF&Estate or local jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would, if successful, (including without limitation A) prevent consummation of the Computer and Security Equipmenttransactions contemplated hereby, as specifically set forth in Schedule II)or (B) materially adversely affect the Business or the Purchased Assets; and (f) There shall not have occurred any Material Adverse Effect.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing is subject to the satisfaction or waiver of each of the following conditionsadditional conditions as of immediately prior to the Closing: (i) Each of the representations and warranties set forth of Seller and the Seller Subs contained in Article 4 of this Agreement, taken together, excluding for purposes of this Section 22.a2B(i) any reference to any materiality, “Enterprise Gxxxx Xxxxxxxx Adverse Effect” or similar standard or qualifier, shall have been be true and correct on as of the date hereof and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case such representation and warranty shall be true and correct as of such date as if made at and as of such earlier date)), except where to the failure extent of changes or developments after the date of this Agreement contemplated by the terms of this Agreement, and except for failures of such representations and warranties to be so true and correct has as have not had and would not reasonably be expected to have a material adverse effect on have, individually or in the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinaggregate, an Enterprise Gxxxx Xxxxxxxx Adverse Effect; (ii) Seller shall have performed and complied with its Each of the covenants and agreements hereunder through of Seller and the Seller Subs to be complied with and/or performed as of or prior to the Closing under this Agreement and the Ancillary Agreements shall have been performed in all material respects; (iii) Seller’s title Seller shall have delivered to Buyer a certificate in the form of Exhibit A attached hereto dated as of the Closing Date and signed by a senior executive officer of Seller on behalf of Seller and the Seller Subs certifying as to the Acquired Assets shall be good, valid fulfillment of the conditions in Section 2B(i) and marketable and free of all liens and encumbrancesSection 2B(ii); (iv) All Liens (other than Permitted Encumbrances) on the Purchased Assets shall have been released effective as of the Closing and evidence of the release of such Liens effective as of the Closing, in customary form, from the Persons required to deliver such release(s) shall have been delivered to Buyer; (v) The Adjustment Escrow Agreement in substantially the form of Exhibit B attached hereto (the “Adjustment Escrow Agreement”) shall have been executed by the Escrow Agent and Seller and shall have been delivered to Buyer; (vi) The Indemnity Escrow Agreement in substantially the form of Exhibit C attached hereto (the “Indemnity Escrow Agreement”) shall have been executed by the Escrow Agent and Seller and shall have been delivered to Buyer; (vii) The Real Estate Sublease Agreements in substantially the form of Exhibit D and Exhibit E attached hereto (the “Subleases”) shall have been executed by Seller and delivered to Buyer; (viii) The Transition Services Agreement in substantially the form of Exhibit F attached hereto (the “TSA”) shall have been executed by Seller and shall have been delivered to Buyer; (ix) The License Agreement in substantially the form of Exhibit G attached hereto (the “License Agreement”) shall have been executed by Seller and shall have been delivered to Buyer; (x) All notices set forth on Section 2B(x) of the Seller Disclosure Letter required to be given prior to the Closing to, and all consents, approvals, authorizations, waivers and amendments set forth on Section 2B(x) of the Seller Disclosure Letter required to be obtained prior to the Closing from, any Person in connection with the consummation of the transactions contemplated by this Agreement shall have been given or obtained, as the case may be; (xi) No event, change, effect or development shall have occurred after the date of this Agreement and be continuing that, individually or in the aggregate, has had or would reasonably be expected to have an Enterprise Gxxxx Xxxxxxxx Adverse Effect; (xii) Buyer shall have received the Debt Financing or Alternative Financing on terms not materially less favorable to Buyer than those set forth in the Debt Commitment Letter (as may be modified by the exercise of any “market flex” provisions to which the Debt Commitment Letter may subject (which “market flex” provisions (if any) were provided by Buyer to Seller prior to the date of this Agreement)); provided that the condition in this Section 2B(xii) shall be deemed satisfied if a reason the Buyer did not receive such Debt Financing for the transactions contemplated hereby was (a) the failure of funding pursuant to the Equity Commitment Letter when required thereby or the failure of any equity funding condition of similar effect in the Debt Commitment Letter, (b) the failure to deliver documents by Buyer, the Equity Sponsors or any of their respective Affiliates at the Closing, (c) the failure to pay costs, fees, expenses and other compensation contemplated by the Debt Commitment Letter or related letters (including the confidential fee letter attached to the Debt Commitment Letter, which shall not be attached to this Agreement or in any manner be required to be disclosed to Seller or its Affiliates (the “Fee Letter”)) payable by Buyer (or other borrower thereunder), the Equity Sponsors or any of their respective Affiliates to the lead arrangers, other lenders and administrative agents or any other Person, (d) a breach in any material respect by Buyer (or other borrower thereunder), the Equity Sponsors or any of their respective Affiliates under the Debt Commitment Letter or related letters (including the Fee Letter), or (e) as a result of the DevShed Full Contribution (as defined in the Debt Commitment Letter) or the DevShed 75% Contribution (as defined in the Debt Commitment Letter) having occurred and the conditions in the Debt Commitment Letter not having been satisfied as a result of a fact, event or circumstance involving DevShed); provided further that, notwithstanding the immediately foregoing proviso, this Section 2B(xii) shall continue to be a condition precedent to the Closing to the extent that the failure to satisfy conditions to the Debt Financing or Alternative Financing resulted from (x) a breach or breaches by Seller becomes subject that would cause the failure of the conditions set forth in Section 2B(i) or Section 2B(ii) or (y) the occurrence of any event that would cause the failure of the condition set forth in Section 2B(xi); (xiii) The mutual release in substantially the form of Exhibit H attached hereto (the “Mutual Release”) shall have been executed by Seller and delivered to a Chapter 11 Proceeding prior Buyer; (xiv) Buyer shall have received, in form and substance reasonably satisfactory to Buyer, an opinion, dated as of the Closing Date, from counsel for Seller and the Sellers Subs solely with respect to matters agreed between counsel for Buyer and counsel for Seller and the Seller Subs on or prior to the date of this Agreement, and subject to assumptions, reasoning, analysis, qualifications and exclusions discussed and substantively agreed between counsel for Buyer and counsel for Seller and the Seller Subs on or prior to the date of this Agreement; (1xv) the bankruptcy court Seller shall have entered an order, in a form and substance satisfactory delivered to Buyer and Seller (certified copies of the “Sale Order”), resolutions or written consents of (A) the board of directors of Seller and each Seller Sub authorizing Seller and each Seller Sub to enter into this Agreement and the Ancillary Agreements to which it is a party and (B) Seller, in its capacity as (directly or indirectly) sole shareholder of each of the Seller Subs, approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated hereinhereby; (xvi) Seller shall have delivered to Buyer a short-form certificate of good standing of Seller, including certified by the assumption and assignment Secretary of the Leases by Seller State of Seller’s jurisdiction of incorporation as of a reasonable date (not to Buyer, and (2exceed 15 Business Days) no order staying, reversing, modifying or amending the Sale Order shall be in effect on prior to the Closing Date; (vxvii) each delivery contemplated by Section 11(a) to be delivered to Buyer Seller shall have been delivereddelivered a certificate to Buyer, dated as of the Closing Date and signed by an authorized officer of Seller on behalf of Seller, certifying that Seller is not a foreign person in form and substance consistent with Section 1445 of the Code and the Treasury Regulations thereunder; and (vixviii) Seller shall deliver have delivered to Buyer, with respect to the Leased Premises Enterprise Group, an audited Statement of Net Assets Sold at each of, and an audited Statement of Revenues and Expenses for the 12 month period ended as of each of, December 31, 2006 and December 31, 2005, together with an accompanying opinion of Gxxxx Xxxxxxxx LLP (the “GT Audit Report”) and the GT Audit Report shall not, from the perspective of the Enterprise Group and taking the financial statements included in vacantthe GT Audit Report as a whole, broom clean materially adversely deviate from the Preliminary Audit Report; provided that the condition specified in this Section 2B(xviii) shall automatically be deemed satisfied on the 14th calendar day after delivery of the GT Audit Report to Buyer unless prior to such 14th calendar day, Buyer has terminated this Agreement in accordance with all FF&EArticle 6 hereof; provided further that, in no event shall the GT Audit Report be deemed to materially adversely deviate from the Preliminary Audit Report for purposes of this Section 2B(xviii) or Section 6A(v) as a result of any change in the property, plant and equipment line (including without limitation or any resulting change in the Computer and Security Equipment, as specifically set forth depreciation expense). Any condition specified in Schedule II)this Section 2B may be waived prior to Closing only by a written instrument signed by Buyer.

Conditions to Buyer’s Obligations. Buyer’s (a) The obligation of Buyer hereunder to consummate waive the transactions contemplated hereby in connection with Event of Default under the Closing Amended and Restated Promissory Note, and to purchase the Yield Enhancement Shares at the Closing, is subject to satisfaction the satisfaction, at or waiver before the Closing Date, of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to Buyer (A) each of the Transaction Documents, (B) the Amended and Restated Promissory Note, and (C) the stock certificates representing the Yield Enhancement Shares being purchased by Buyer at the Closing pursuant to this Agreement. (ii) [Reserved]. (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved]. (vi) The Company shall have delivered to Buyer a copy of the Irrevocable Transfer Agent Instructions attached hereto as Exhibit G, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (vii) The Company shall have delivered to Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date reasonably proximate to the Closing Date. (viii) The Company shall have delivered to Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date reasonably proximate to Closing Date. (ix) The Company shall have delivered to Buyer a certificate evidencing, for each of the Company’s Subsidiaries, its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Subsidiary conducts business, as of a date reasonably proximate to Closing Date. (x) [Reserved]. (xi) [Reserved]. (xii) The Company shall have delivered to Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, in substantially the form attached hereto as Exhibit M, as to (A) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors, in a form reasonably acceptable to Buyer, (B) the Company’s Articles of Incorporation and (C) the Company’s Bylaws, each as in effect at the Closing. (xiii) The Company shall have delivered to Buyer certificates, executed by the Secretary (or comparable officer or manager) of each of the Company’s Subsidiaries and dated as of the Closing Date, substantially in the form attached hereto as Exhibit M, as to (A) the resolutions consistent with Section 3(b) as adopted by such Subsidiary’s Board of Directors (or other governing body), in a form reasonably acceptable to Buyer, (B) such Subsidiary’s Articles of Incorporation (or other formation documents) and (C) such Subsidiary’s Bylaws (or other operating agreements), each as in effect at the Closing. (xiv) The representations and warranties set forth in Section 22.a) of the Company and its Subsidiaries shall have been be true and correct on as of the date hereof when made and as of the Closing Date as though made at that time (except to the extent expressly made for representations and warranties that speak as of an earlier a specific date, in which case shall be true and correct as of such date as if made at and as of such specific date), except where and the failure of such representations Company and warranties its Subsidiaries shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole performed, satisfied or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through by the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding Company at or prior to the Closing Date, (1) the bankruptcy court . Buyer shall have entered an orderreceived certificates, executed by the Chief Executive Officer (or duly authorized officer or director for foreign Subsidiaries) of the Company and its Subsidiaries, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer, substantially in a the form attached hereto as Exhibit N. (xv) [Reserved]. (xvi) The Company shall have obtained all governmental, regulatory or third party consents and substance satisfactory approvals, if any, necessary for the sale of the Securities. (xvii) Each of the Subsidiaries shall have executed and delivered to Buyer and Seller this Agreement. (the “Sale Order”), xviii) [Reserved]. (Axix) approving this Agreement and all of the terms and conditions hereof, and [Reserved]. (Bxx) approving and authorizing Seller [Reserved]. (xxi) [Reserved]. (xxii) [Reserved]. (xxiii) The Company shall have delivered to consummate Buyer such other documents relating to the transactions contemplated herein, including by this Agreement as Buyer or its counsel may reasonably request. (xxiv) There is a valid exemption under the assumption 1933 Act regarding the offering and assignment sale of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date;Yield Enhancement Shares. (vxxv) each delivery contemplated by Section 11(a[Reserved]. (xxvi) to be delivered to Buyer shall There have been delivered; andno material adverse changes in the business condition (financial or otherwise), earnings or properties of the Company. (vixxvii) Seller shall deliver There has been no material disruption in the Leased Premises market for Common Stock (including, but not limited to, a material decrease in vacant, broom clean condition with all FF&E, the trading price or trading volume of the Common Stock) or the U.S. stock markets as a whole. (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)b) [Reserved].

Conditions to Buyer’s Obligations. Buyer’s obligation (a) The obligations of Buyer to consummate the transactions contemplated hereby in connection with the each Closing is are subject to the satisfaction or (or, if permitted by applicable Law, waiver by Buyer in writing) of the following conditionsconditions as of the applicable Closing Date: (i) the (A) The representations and warranties set forth in Section 22.a) 3.04 and Section 3.26 shall have been be true and correct on in all respects at and as of the date hereof and such Closing Date as though made at and as of such Closing Date, (B) the other Seller Fundamental Representations shall be true and correct in all material respects at and as of the date hereof and such Closing Date as though made at and as of such Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (C) all other representations and warranties contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, other than with respect to Section 3.06(a)) at and as of the date hereof and such Closing Date as if though made at and as of such Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except except, in the case of this clause (C), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein (other than with respect to Section 3.06(a))) has not had had, and would not reasonably be expected to have have, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (ii) the Seller shall Group Members will have performed and complied with its in all material respects all of the covenants and agreements hereunder through required to be performed by them under this Agreement at or prior to the Closing in all material respectsapplicable Closing; (iii) Seller’s title in and to there will not have been a Material Adverse Effect since the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesdate hereof; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated or entered an order, any Order or Law that is in a form effect and substance satisfactory to Buyer and Seller (that prevents the “Sale Order”), (A) approving performance of this Agreement and all or the consummation of any of the terms and conditions hereofTransactions, or makes unlawful the Transactions, and (B) approving and authorizing Seller to consummate no Legal Proceeding shall be pending or threatened that, if successful, would prevent the transactions contemplated herein, including performance of this Agreement or the assumption and assignment consummation of any of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying Transactions or amending make unlawful the Sale Order shall be in effect on the Closing DateTransactions; (v) each delivery contemplated Stock Consideration (if applicable) shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by the rules of Nasdaq; and (b) Without limiting the conditions set forth in Section 11(a8.01(a), the obligations of Buyer to consummate the First Closing are subject to the satisfaction (or, if permitted by applicable Law, waiver by Buyer in writing) of the following conditions as of the First Closing Date: (i) All deliveries pursuant to be delivered to Buyer Section 2.04(a) shall have been delivered. (c) Without limiting the conditions set forth in Section 8.01(a), the obligations of Buyer to consummate the Second Closing are subject to the satisfaction (or, if permitted by applicable Law, waiver by Buyer in writing) of the following conditions as of the Second Closing Date: (i) the First Commercial Milestone shall have been achieved on or before [**]; (ii) within one hundred eighty (180) days of the satisfaction of the condition in Section 8.01(c)(i), the Buyer shall have received financing to fund an amount of cash sufficient to satisfy the payment of the Second Closing Consideration on terms and conditions reasonably acceptable to Buyer; (iii) the applicable waiting periods under the HSR Act (if applicable) will have expired or been terminated; and (viiv) Seller all deliveries pursuant to Section 2.05(a) shall deliver have been delivered. (d) Without limiting the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically conditions set forth in Schedule IISection 8.01(a), the obligations of Buyer to consummate the Third Closing are subject to the satisfaction (or, if permitted by applicable Law, waiver by Buyer in writing) of the following conditions as of the Third Closing Date: (i) the Second Commercial Milestone shall have been achieved on or before [**]; (ii) within one hundred eighty (180) days of the satisfaction of the condition in Section 8.01(d)(i), the Buyer shall have received financing to fund an amount of cash sufficient to satisfy the payment of the Third Closing Consideration on terms and conditions reasonably acceptable to Buyer; (iii) the applicable waiting periods under the HSR Act (if applicable) will have expired or been terminated; and (iv) all deliveries pursuant to Section 2.06(a) shall have been delivered. (e) Without limiting the conditions set forth in Section 8.01(a), the obligations of Buyer to consummate the effect the Fourth Closing are subject to the satisfaction (or, if permitted by applicable Law, waiver by Buyer in writing) of the following conditions as of the Fourth Closing Date: (i) the Third Commercial Milestone shall have been achieved on or before [**]; (ii) Within one hundred eighty (180) days of the satisfaction of the condition in Section 8.01(e)(i), the Buyer shall have received financing to fund an amount of cash sufficient to satisfy the payment of the Fourth Closing Consideration on terms and conditions reasonably acceptable to Buyer; (iii) the applicable waiting periods under the HSR Act (if applicable) will have expired or been terminated; and (iv) all deliveries pursuant to Section 2.07(a) shall have been delivered.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with the Closing is 's obligations under this Agreement are subject to satisfaction the satisfaction, on or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Buyer: (1a) the bankruptcy court shall Seller will have entered an order, complied with and performed in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving all material respects its obligations under this Agreement and the Related Agreements required to be complied with or performed prior to Closing; (b) All representations and warranties of Seller in this Agreement and the Related Agreements will be true and correct in all material respects as of the terms date when given and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vc) each delivery All consents, approvals and waivers required to consummate the transactions contemplated by Section 11(athis Agreement and the Related Agreements will have been obtained in writing by Seller and provided to Buyer without any penalty or condition which is adverse to Buyer. Buyer will have received evidence of the due authorization and execution of this Agreement by Seller in form and substance satisfactory to Buyer; (d) There will not have been any material adverse change in the business, prospects or future business relating to be delivered the Purchased Assets, or any event which may, in the future, cause such a change or any pending or threatened material litigation or other proceeding relating to the Purchased Assets; (e) Buyer shall have verified the average contract expiration date for all Merchant Contracts to be purchased by Buyer of at least forty-three (43) months with at least sixty (60) months successive renewal terms; (f) Buyer's determination, in its sole judgment, that the cost of Twenty-Four Thousand and No/100 U.S. Dollars ($24,000.00) is a reasonable estimate for the 3DES and EPP network compliant upgrades to be performed that are the responsibility of Seller; (g) Seller shall have completed at least forty percent (40%) of the necessary 3DES and EPP network compliant upgrades related to the Purchase Assets by the Closing Date; (h) Buyer shall have verified transaction volumes, revenue amount shared, and all associated costs (cash, armored, maintenance, processing, etc.) for all ATMs as expressed by Seller; (i) Seller's contract with CDR shall have been deliveredterminated on or prior to the Closing Date and Buyer's ability (through Seller, if necessary) to have the ATM locations related to the Purchased Assets processed by CDR on a month-to-month basis for a period of six (6) months with a processing cost no greater than current cost from CDR of eight cents ($0.075) per transaction to give Buyer time to transition the ATMs to another processor; (j) Seller's contract with CDS shall have been terminated on or prior to the Closing Date and Buyer's ability (through Seller, if necessary) to have the ATM locations related to the Purchased Assets processed by CDS on a month-to-month basis for a period of six (6) months with a processing cost no greater than current cost from CDS of eight cents ($0.08) per transaction to give Buyer time to transition the ATMs to another processor; (k) Seller's contract with EPS shall have been terminated on or prior to the Closing Date and Buyer's ability (through Seller, if necessary) to have the ATM locations related to the Purchased Assets processed by EPS on a month-to-month basis for a period of six (6) months with a processing cost no greater than current cost from EPS of twelve cents ($0.12) per transaction to give Buyer time to transition the ATMs to another processor; (l) Employees and owners of Seller shall have executed five (5) years non-compete agreements relating to the Purchased Assets, in form and substance satisfactory to Buyer; (m) Verification of all Purchased Assets are free and clear of all and any liens, commitments, obligations from all Parties and/or obligations to taxing or governmental authorities, in form and substance satisfactory to Buyer; (n) Seller shall have reviewed and confirmed the assign-ability of all vendor contracts and network agreements and commitments including, but not limited to processors, distributors, maintenance and assets related to ancillary products sold and services provided by Seller, of which any and all penalties, early termination fees and any other expenses incurred as a result of the Purchased Assets shall be paid by Seller; (o) Buyer shall have reviewed all Transferred Contracts and confirmed their assign-ability; (p) Buyer shall have received such other documents and instruments as Buyer may reasonably request to effectuate the transactions contemplated herein and to vest in Buyer title to, and rights in the Purchased Assets; and (viq) Seller Buyer shall deliver have received all of the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically items set forth in Schedule II)Sections 3.3(a) and (c) hereof.

Conditions to Buyer’s Obligations. Buyer’s The obligation of the Buyers to consummate the transactions contemplated hereby in connection with the Closing Purchase is subject to the satisfaction at or waiver prior to the Closing of each and every one of the following conditionsconditions precedent, any one or more of which may be waived by the Buyers in writing: (i) 5.1.1 Each of the representations and warranties of the Sellers set forth in Section 22.a) Article 5 of this Agreement shall have been be true and correct in all material respects, on and as of the date hereof of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent expressly made as of an earlier another date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein;. (ii) Seller 5.1.2 The Sellers shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and respects with all of the terms agreements, covenants and conditions hereofobligations required under this Agreement to be performed or complied with by the Sellers prior to or at the Closing. 5.1.3 There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Purchase to be effected at the Closing and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the Purchase to be effected at the Closing. 5.1.4 The Transaction Documents shall have been executed and delivered by the Sellers, as applicable. 5.1.5 The Buyers, at Buyers’ election, shall have: (i) received the Xxxxx Fargo Consent, or (ii) closed on the Alternative Financing and fully satisfied the Xxxxx Fargo loan obligations (which satisfaction shall not reduce the Purchase Price). 5.1.6 The HMG Management Agreement shall be terminated and any accrued and unpaid management fees shall be paid in full at Closing. The form of termination of the HMG Management Agreement is attached hereto as Exhibit 5.1.6. 5.1.7 The Buyers shall have received the general release in the form of Exhibit 6.1.7 attached hereto, whereby the Sellers and their respective affiliates shall have released any potential claims against the Companies and the Buyers and their respective affiliates (except for claims arising out of this Agreement) 5.1.8 The Buyers shall have negotiated a termination or extension and modification of the RMI LLC Management Agreement in form and content satisfactory to Buyers. Buyers shall have the exclusive right to negotiate the same from and after the expiration of the Inspection Period. Neither Sellers nor the Companies shall make any modification to the RMI Management Agreement before the expiration of the Inspection Period. Notwithstanding anything to the contrary contained in this Agreement, the termination, extension or modification shall, by its terms, provide that: (i) it shall not be effective unless, and (B) approving and authorizing Seller to consummate until after, the consummation of the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, this Agreement; and (2ii) no order stayingif the transactions contemplated by this Agreement are not consummated, reversingthe termination, modifying extension or amending the Sale Order modification shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer void and Security Equipment, as specifically set forth in Schedule II)of no effect.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with the Closing is The obligations of Buyer under this Agreement are subject to the satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct conditions on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, all or any of which may be waived in writing by Buyer: (1a) All representations and warranties made by Seller and the bankruptcy court shall have entered an order, Shareholders in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and in any written statements delivered to Buyer under this Agreement shall be true and correct in all material respects as of the terms Effective Date and conditions hereofas of the Closing Date as though made on such dates. 4416103v.8 (b) Seller and the Shareholders shall have performed, satisfied and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date. (c) As of the Closing Date, there shall not have occurred any Seller Material Adverse Effect since the date of the Interim Financial Statements. (d) Seller and the Shareholders shall have delivered to Buyer all documents required to be delivered by them, and all such documents shall have been properly executed by each of them, if applicable. Such documents shall include, without limitation: (Bi) approving and authorizing A corporate good standing certificate for Seller from the State of Nebraska, dated no more than ten (10) days prior to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vii) each delivery contemplated Evidence of maintenance of the insurance coverage required by Section 11(a) to be delivered to Buyer shall have been delivered6.7 of this Agreement; and (viiii) Such other documents and instruments, each in a form reasonably satisfactory to Buyer and its counsel, as may be reasonably requested by Buyer in order to carry out the transaction contemplated by this Agreement and to vest good and marketable title in the Acquired Assets in Buyer, free and clear of all Liens. (e) Seller shall deliver have executed and delivered to Buyer the Leased Premises Bxxx of Sale in vacantthe form attached hereto as Exhibit A, broom clean condition dated and effective as of the Closing Date. (f) Each Shareholder shall have executed and delivered to Buyer the Stock Rights and Restriction Agreement in the form attached hereto as Exhibit C, dated and effective as of the Closing Date. (g) Seller and Shareholders shall have executed and delivered to Buyer the Security Agreement in the form attached hereto as Exhibit D, dated and effective as of the Closing Date. (h) Seller shall have executed and delivered to Buyer a Proprietary Information Non-Competition and Non-Solicitation Agreement in the form attached hereto as Exhibit E-1 (the “Seller Non-Competition Agreement”), dated and effective as of the Closing Date. (i) Rxxx Xxxx shall have executed and delivered to Buyer a Proprietary Information Non-Competition and Non-Solicitation Agreement in the form attached hereto as Exhibit E-2 (the “Zxxx Non-Competition Agreement”), dated and effective as of the Closing Date. (j) Cxxx Xxxxxx shall have executed and delivered to Buyer a Proprietary Information Non-Competition and Non-Solicitation Agreement in the form attached hereto as Exhibit E-3 (the “Wxxxxx Non-Competition Agreement” and collectively with the Seller Non-Competition Agreement and the Zxxx Non-Competition Agreement, the “Non-Competition Agreements”), dated and effective as of the Closing Date. (k) [Reserved.] 4416103v.8 (l) Seller shall have delivered to Buyer an Assignment and Assumption of Lease and Landlord Consent, in the form attached hereto as Exhibit F and dated and effective as of the Closing Date, duly executed by Seller (the “Lease Assignment”). (m) Complete Nutrition, Inc. shall have delivered to Buyer the Services Agreement in the form attached hereto as Exhibit G, dated and effective as of the Closing Date. (n) Buyer shall have received payment and release letters, together with UCC-3 termination statements, from all FF&Eparties having financing statements filed against the Acquired Assets in form and substance satisfactory to Buyer. (o) Buyer shall have received all approvals, consents and clearances from governmental authorities and others in connection with the transactions contemplated by this Agreement deemed necessary by Buyer, including transfer to or receipt by Buyer of all Licenses for Buyer to own and operate Seller’s Business after the Closing Date. (including without limitation p) Buyer shall have received a certificate of an authorized officer of Seller certifying as of the Computer Effective Date and Security Equipment, as specifically of the Closing Date: (i) the accuracy of Seller’s and Shareholders’ representations and warranties as set forth in Schedule IIArticle IV hereof, and (ii) compliance with Seller’s and Shareholders’ covenants as set forth in this Agreement. (q) Buyer shall have received a certificate of the Secretary of Seller certifying as of the Closing Date (A) true and complete copies of the Articles of Incorporation (and any amendments thereto) of Seller as in effect as of the Closing Date and certified as of a recent date by the Secretary of State of Nebraska, (B) a true and complete copy of the bylaws of Seller as in effect as of the Closing Date, (C) a certificate of each Secretary of State certifying the good standing of Seller in its state of formation and all states in which it is qualified to do business (or where by the nature of its business and activities, the failure to so qualify, individually or in the aggregate, would have a Seller Material Adverse Effect); (D) true and complete copies of the resolutions of the Board of Directors of Seller and the Shareholders authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, and (E) incumbency matters. (r) Seller shall have delivered to Buyer, before the Closing Date, a detailed listing of the Fixed Assets to be included in the Acquired Assets as of the Closing Date, dated as of the most recent month ended before the Closing Date, which listing shall be certified as true and complete by Seller’s Chief Executive Officer and shall include each individually capitalized fixed asset included in the Acquired Assets, together with Seller’s original cost, in-service date, estimated useful life, and current net book value for each asset included thereon. Such listing shall reflect depreciation and amortization on a GAAP basis, and not on a federal income tax basis.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the closing of the transaction contemplated in this Agreement is subject to the satisfaction or waiver, at or before the Closing, of the following conditions set forth in this Section 6.1: (a) any applicable waiting period under the HSR Act relating to the transactions contemplated hereby by this Agreement shall have expired or been terminated, and all other material filings, notifications, authorizations, approvals, consents, Permits, waivers and other approvals that are required in connection with the Closing is subject to satisfaction or waiver consummation of the following conditions:transactions contemplated by this Agreement shall have been made with or obtained from all applicable Governmental Authorities, and all filings, notifications, authorization, approvals, consents, waivers and other approvals set forth in Section 6.1(a) of the Disclosure Letter shall have been made with or obtained from all applicable other Persons; (b) there shall be no suit, action, investigation or proceeding pending or threatened before any court, agency or other Governmental Authority by which damages are sought or by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect; (c) no Law or Order (including any temporary, preliminary or permanent injunction or order of any Governmental Authority) shall be in effect that prohibits the consummation of the transactions contemplated by this Agreement; (d) (i) the representations and warranties set forth of Sellers contained in Section 22.a) this Agreement that are not qualified by materiality or Material Adverse Effect shall have been true and correct on in all material respects as of the date hereof and as of the Closing (except to as though then made, and the extent expressly made representations and warranties of Sellers contained this Agreement that are qualified by materiality or Material Adverse Effect shall have been true and correct as of an earlier date, in which case as of such the date as if made at hereof and as of such date)the Closing as though then made; (ii) Sellers, except where Beneficial Sellers and Sellers’ Representative shall have performed or caused to have been performed in all material respects all of the failure of such representations covenants and warranties agreements required by this Agreement to be so true performed by Sellers, Beneficial Sellers or Sellers’ Representative at or prior to the Closing; and correct (iii) Sellers’ Representative, on behalf of Sellers and Beneficial Sellers, shall have executed and delivered to Buyer a certificate stating that each of the conditions specified above in clauses (i) and (ii) is satisfied; (e) the Lincap Management Agreement shall have been terminated; (f) there shall not have occurred any event and there shall not exist any condition or set of circumstances that, individually or in the aggregate, has not had and would not or could reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iig) Seller Buyer shall have performed received from each applicable Seller all agreements representing the Stock Options or Warrants, in each case, duly endorsed for transfer or accompanied by an appropriate instrument of assignment and complied with its covenants and agreements hereunder through the Closing in all material respectstransfer; (iiih) Seller’s title in Buyer shall have received from each Seller all certificates for the Shares, duly endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancestransfer; (ivi) Buyer shall have received the written resignation, effective as of the Closing, of each director and officer of the Acquired Companies listed on Section 6.1(i) of the Disclosure Letter; (j) Buyer shall have received payoff letters in a commercially reasonable form with respect to the extent Repaid Closing Indebtedness which letters provide for the release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the terms contained in such payoff letters; (k) Buyer shall have received certificates of good standing as of the most recent practicable date from Secretary of State where each of the Acquired Companies is incorporated; (l) Buyer shall have received an affidavit of each Seller or, with respect to any Seller that is not an individual, an officer of such Seller becomes subject sworn to under penalty of perjury, setting forth such Seller’s name, address and Federal tax identification number and stating that such Seller is not a Chapter 11 Proceeding prior to “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986 (a “FIRPTA Affidavit”); (m) Buyer shall have received the written opinion of Cxxxxx, Halter & Gxxxxxxx LLP, dated as of the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory reasonably acceptable to Buyer and Seller (the “Sale Order”it being understood that Buyer’s financing sources may rely upon such opinion), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date;; and (vn) Buyer shall have received each delivery contemplated by Section 11(a) other document required to be delivered to Buyer pursuant to this Agreement, including the Escrow Agreement. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the form of which is not attached to this Agreement as an exhibit, shall have been delivered; and (vi) Seller shall deliver the Leased Premises be in vacant, broom clean condition with all FF&E, (including without limitation the Computer form and Security Equipment, as specifically set forth in Schedule II)substance reasonably satisfactory to Buyer.

Conditions to Buyer’s Obligations. All of Buyer’s obligations hereunder (including, without limitation, Buyer’s obligation to pay the Purchase Price, to accept title to the Property and to consummate the transactions contemplated hereby in connection with Closing) are expressly conditioned on the satisfaction at or before the time of Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and conditions precedent being fully satisfied as of the Closing (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option): (a) At Closing, Seller shall deliver possession of the Properties to Buyer free and clear of all tenancies and other occupancies except for the residents of the Facilities and vendor leases of space within a Facility for the purpose of providing services to residents, all of which Sellers represent are either disclosed in the documents provided in the data room prior to the extent expressly date of this Agreement, or referenced on Schedule 11(e)(ii) attached hereto; (b) Sellers shall have timely delivered the items set forth in Section 10 above that Seller is obligated to deliver; (c) Buyer shall have received from Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for each Real Property, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates, Buyer’s good and marketable title in fee simple to each Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof, subject only to the Permitted Exceptions; (d) For each Property, Buyer shall have received a valid, permanent and unconditional certificate of occupancy (or the equivalent thereof) for the use and occupancy of such Property which shall not contain any contingencies or require any additional work to be completed; (e) Between the date hereof and the Closing Date, there shall have been no event having a Material Adverse Effect with respect to the financial or physical condition of the Property or the business operated thereon; (f) Provided that Buyer or its management agent has obtained an Operating License for each of the five licensed Facilities (as described in Schedule 1), no approval from any municipality in which each Property is located or any other governmental authority shall be required as a condition to the transfer of each Property to Buyer and to continue to operate the Property; (g) No later than five (5) business days prior to the Closing Date, Sellers shall have obtained an estoppel certificate as to each restrictive covenant, declaration and/or reciprocal easement agreement of record, which estoppel certificate shall: (i) be executed by each party entitled to enforce such document; (ii) confirm that such document is in full force and effect, unmodified except as revealed by the Title Report/Commitment received by Buyer; (iii) confirm that there are no defaults by the Seller and/or the Property under such document; (iv) confirm that there are no outstanding sums owed by the Seller and/or the Property; (v) confirm that there are no outstanding construction or similar obligations of Seller and/or the Property; and (vi) be dated no earlier than thirty (30) days prior to Closing; (h) The representations and warranties of Sellers contained in this Agreement shall have been true when made and shall be true in all material respects at and as of an earlier date, in which case as the date of such date Closing as if such representations and warranties were made at and as of such date)the Closing, except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsrespects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; (iiii) Seller’s title Provided that Buyer or its management agent has obtained an Operating License for each of the five licensed Facilities (as described in Schedule 1), all Regulatory Approvals shall have been issued and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesobtained; (ivj) With respect to Buyer’s obligation to purchase Tanglewood on the basis of assuming the Tanglewood Loan, the Lender shall have executed and delivered each and every of the Loan Assumption Documents to be executed by them, and all conditions to the extent effectiveness of the Loan Assumption Documents shall have been satisfied or waived in writing to the reasonable satisfaction of Buyer; (k) No injunction, judgment, order, decree, ruling or charge shall be in effect under any action, suit or proceeding before any governmental authority, court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator that Seller becomes subject (a) prevents consummation of any of the transactions contemplated by this Agreement or (b) would cause any of the transactions contemplated by this Agreement to a Chapter 11 Proceeding be rescinded following consummation; (l) Simultaneous with or prior to the Closing Datehereunder, (1each of the conditions precedent set forth on Schedule 13(l) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale OrderAdditional Conditions Precedent”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been deliveredsatisfied to the reasonable satisfaction of Buyer, or waived in writing by Buyer; and (vim) Seller Sellers shall deliver have provided Buyer the Leased Premises evidence required by Section 1(f)(i) of this Agreement that the Tail Policy is in vacanteffect. If any of the foregoing conditions precedent (including, broom clean condition with all FF&Ewithout limitation, (including without limitation the Computer Additional Conditions Precedent) have not been satisfied as of Closing and Security Equipmentthe result is a material adverse effect upon Buyer, as specifically set forth reasonably determined by Buyer, then Buyer may either: (i) waive any unsatisfied conditions and proceed to Closing in Schedule II)accordance with the terms and provisions hereof with no deduction from or adjustment of the Purchase Price except for (a) adjustment equal to the amount required to satisfy and discharge of record at or before Closing of any and all liens, judgments or other encumbrances which can be removed by the payment of a fixed and ascertainable amount together with interest and penalties thereon, if any, and together with any additional title insurance costs or premiums imposed by Title Insurer by reason thereof, and (b) the cost of curing any failed condition precedent to the extent reducible to a liquidated sum; (ii) suspend the Closing Date on one or more occasions for a period of time as Buyer shall reasonably determine in order to allow for all of the foregoing conditions precedent to be satisfied, during which period Sellers and Buyer shall work cooperatively and with reasonable diligence to satisfy all of said conditions, or (iii) terminate this Agreement by delivering written notice thereof to Seller no later than Closing, which notice shall state with reasonable specificity the condition precedent that has not been satisfied, and upon which termination the Xxxxxxx Money shall be refunded to Buyer and Sellers shall reimburse Buyer for all title insurance company charges, survey charges, attorneys’ fees and other out-of-pocket costs incurred in connection with the transactions contemplated by this Agreement, such costs in the aggregate to not exceed $200,000, all obligations, liabilities and rights of the parties under this Agreement shall terminate; provided that Buyer’s termination of this Agreement pursuant to this subclause (iii) shall be effective if Seller fails to cure or cause the cure of said condition precedent within fifteen (15) business days following the date on which Seller receives Buyer’s notice of termination.

Conditions to Buyer’s Obligations. Buyer’s 's obligation to consummate the transactions transaction contemplated hereby in connection with by this Agreement at the Closing is Date shall be subject to the satisfaction or waiver by Buyer of each of the following conditions: (i) the 4.2.1. All representations and warranties set forth of Seller contained herein shall be true and correct in Section 22.a) all material respects on the Execution Date and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and all material respects as of such date), except where the failure of such representations all covenants and warranties obligations to be so true and correct has not had and would not reasonably be expected performed by Seller prior to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller Closing shall have been performed and complied with its covenants and agreements hereunder through the Closing in all material respects;, and Seller shall have certified the foregoing to Buyer in writing. (iii) Seller’s title in 4.2.2. Seller shall have executed and delivered to Buyer the Acquired Assets Xxxx of Sale. 4.2.3. No action, suit or other proceedings shall be goodpending before any court, valid and marketable and free tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of all liens and encumbrances;the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court 4.2.4. The Bankruptcy Court shall have entered an orderthe Sale Order on or before February 1, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof2009, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on not have been stayed as of the Closing Date;Date and either (vi) each delivery contemplated by Section 11(a) to be delivered to Buyer the Sale Order shall have been delivered; and become final order, or (viii) Seller the Bankruptcy Court shall deliver have made a "good faith" finding with respect to the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation transaction contemplated hereby pursuant to Section 363(m) of the Computer and Security Equipment, as specifically set forth in Schedule II)Bankruptcy Code.

Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate the transactions transaction contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (ia) the All of Seller’s representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on as of the date hereof of this Agreement and as of the Closing (except Date, subject to the extent expressly any qualifications hereafter made to any of Seller’s representations as of an earlier date, provided for in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinSection 11.1 hereof; (iib) As of the Closing Date, Seller shall have performed its obligations hereunder and complied with its covenants and agreements hereunder through the Closing in all material respectsdeliveries to be made at Close of Escrow by Seller shall have been tendered; (iiic) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would materially and adversely affect Seller’s title in and ability to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesperform its respective obligations under this Agreement; (ivd) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the extent that Seller becomes subject consummation of the transaction contemplated hereby; and (e) Subject to a Chapter 11 Proceeding Section 4.4 above, no less than three (3) business days prior to the Closing Date, (1) the bankruptcy court Seller shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer Buyer, Tenant Estoppel Certificates complying with the provisions of Section 4.4 above, which Tenant Estoppel Certificates shall be consistent with the information set forth in the Rent Rolls. (f) At the Closing, the Title Company shall have been delivered; andirrevocably committed (or be willing to irrevocably commit) to issue to Buyer the Title Policy (excluding endorsements, other than curative endorsements obtained by Seller in accordance with the terms of this Agreement), unless this condition is not satisfied because of (a) the actions or omissions of Buyer, or (b) the failure of Buyer to satisfy any requirement in the Title Commitment applicable to Buyer. (vig) Seller shall deliver have delivered to Buyer prior to Closing an estoppel certificate from (i) the Leased Premises Condominium Association in vacantsubstantially the form of that received by Seller in connection with Seller’s acquisition of the Property (a copy of which Seller has previously delivered to Buyer as part of the Property Information), broom clean condition with all FF&Esubject to any changes necessary to reflect any changes in facts and circumstances (the “Condominium Estoppel”), and (including without limitation ii) the Computer hotel owner of Unit 2 under the Condominium Declaration, in substantially the form of that attached hereto as Exhibit K (the “Hotel Owner Estoppel”) . If, notwithstanding the nonsatisfaction of any such condition, the Close of Escrow occurs, there shall be no liability on the part of Seller for breaches of representations and Security Equipment, warranties of which Buyer had actual knowledge as specifically set forth in Schedule II)of the Close of Escrow.

Conditions to Buyer’s Obligations. Buyer’s (A) The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions as of the Funding Time: (a) (x) The representations and warranties (other than those set forth in Section 4.6(d)(ii) and the Seller Fundamental Representations and Warranties) set forth in (i) Article III and Article IV (other than those representations and warranties that address matters as of particular dates) shall be true and correct in all respects as of the Funding Time as though then made (disregarding all qualifications or limitations as to “materiality”, “Seller Material Adverse Effect” -71- or “Company Material Adverse Effect”) and (ii) Article III and Article IV that address matters as of particular dates shall be true and correct in all respects as of such dates (disregarding all qualifications or limitations as to “materiality”, “Seller Material Adverse Effect” or “Company Material Adverse Effect”), except, in the case of each of clause (i) and (ii), where the failures of such representations and warranties to be true and correct do not, individually or in the aggregate, constitute a Company Material Adverse Effect; and (y) the representations and warranties set forth in Section 22.a4.6(d)(ii) and the Seller Fundamental Representations and Warranties shall be true and correct in all respects as of the Funding Time as though then made; (b) The Seller Parties shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Funding Time; (c) Each of Seller and the Company shall have delivered to Buyer a certificate, dated the Closing Date and executed by an executive officer of Seller and the Company, respectively, stating that the conditions specified in Section 7.2(A)(a) and Section 7.2(A)(b) above as they relate to Seller and the Company, respectively, have been satisfied, and making the statements set forth in Exhibit I; (d) Seller shall have delivered to Buyer the Ancillary Agreements (to be effective as of and, subject to, the Closing) and the Escrow Agreement, duly executed by it or its relevant Affiliates; (e) Steps 1 and 2(a) of the Restructuring shall have been true and correct on effected in all material respects in accordance with the date hereof and corresponding steps set forth in Exhibit A; (f) Seller shall have delivered to Buyer written resignations from officer positions (but not employment), effective as of the Closing Closing, from each director or manager of the Company or any Company Subsidiary appointed by Seller set forth in Exhibit J; (except g) The Company shall have delivered to Buyer a certificate pursuant to Treasury Regulations section 1.1445-2(c)(3), duly executed and acknowledged, in form and substance reasonably satisfactory to Buyer and on the basis of which Buyer shall not be required to withhold Tax under Section 1445 of the Code, certifying that interests in the Company are not “U.S. real property interests,” together with the notice required to be mailed to the extent expressly made as IRS under Treasury Regulations section 1.897-2(h); (h) The PLR shall not have been withdrawn, revoked or modified from the date on which it was issued; (i) Buyer shall have received the Specified Indebtedness Payoff Letters; and (j) Buyer shall have received the Bridge Loan Payoff Letter. (B) The obligation of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller Buyer to consummate the transactions contemplated hereinby this Agreement is subject to the satisfaction or waiver of the following conditions as of the Closing: (a) Steps 2(b) through 11 of the Restructuring shall have been effected in all material respects in accordance with the corresponding steps set forth in Exhibit A; (iib) Seller shall have performed and complied deposited with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to Escrow Agent the Acquired Assets shall be goodstock certificate representing the Shares, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to accompanied by a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipmentduly executed stock power, as specifically set forth provided in Schedule II)Section 2.1.

Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate the transactions transaction contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (ia) the All of Seller’s representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on in all material respects as of the date hereof of this Agreement and as of the Closing (except Date, subject to the extent expressly any qualifications hereafter made to any of Seller’s representations as of an earlier date, provided for in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinSection 11.1 hereof; (iib) As of the Closing Date, Seller shall have performed its respective obligations hereunder and complied with its covenants and agreements hereunder through the Closing in all material respectsdeliveries to be made at Close of Escrow by Seller shall have been tendered; (iiic) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would materially and adversely affect Seller’s title in and ability to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesperform its obligations under this Agreement; (ivd) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the extent that consummation of the transaction contemplated hereby; and (e) Subject to Section 4.4 above, Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer, the Required Estoppels. If, notwithstanding the nonsatisfaction of any such condition, the Close of Escrow occurs, there shall be no liability on the part of Seller for breaches of representations and warranties of which Buyer shall have been delivered; and (vi) Seller shall deliver had knowledge as of the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Close of Escrow.

Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate the transactions transaction contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (ia) the All of Seller’s representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on in all material respects as of the date hereof of this Agreement and as of the Closing (except Date, subject to the extent expressly any qualifications hereafter made to any of Seller’s representations as of an earlier date, provided for in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinSection 11.1 hereof; (iib) As of the Closing Date, Seller shall have performed its respective obligations hereunder and complied with its covenants and agreements hereunder through the Closing in all material respectsdeliveries to be made at Close of Escrow by Seller shall have been tendered; (iiic) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would materially and adversely affect Seller’s title in and ability to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesperform its respective obligations under this Agreement; (ivd) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the extent that Seller becomes subject consummation of the transaction contemplated hereby; (e) Subject to a Chapter 11 Proceeding Section 4.4 above, no less than three (3) business days prior to the Closing Date, (1) the bankruptcy court Seller shall have entered an orderdelivered or caused to be delivered to Buyer, Tenant Estoppel Certificates complying with the provisions of Section 4.4 above, which Tenant Estoppel Certificates shall be consistent with the information set forth in the Rent Rolls; (f) Seller shall have received all consents and assignments and approvals from all parties from whom such consents to assignments or approvals are needed under all contracts, covenants and other agreements relating to the Property; (g) The Title Company shall be irrevocably committed to issue the Title Policy in accordance with the provisions of Section 4.2.2 above; (h) Funds received by Buyer from a form and substance satisfactory to Buyer and Seller public offering (the “Sale OrderOffering”) of Units of Buyer Parent REIT, together with funds received by Buyer in connection with any financing in connection with the acquisition of the Property, are sufficient to pay the Purchase Price and all closing costs that are the responsibility of Buyer pursuant to Section 9.2 below (“Buyer Financing Contingency”); (i) Buyer shall have obtained all internal approvals, (A) approving this Agreement and all including without limitation, board approval of the terms and conditions hereof, and (B) approving and Buyer Parent REIT authorizing Seller it to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and hereby (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to “Buyer shall have been deliveredBoard Approval”); and (vij) Buyer Parent REIT shall have obtained shareholder approval at a “Extraordinary General Meeting” authorizing it to consummate the transactions contemplated hereby (“Buyer Shareholder Approval”). If Buyer determines that it will be unable to timely satisfy the Buyer Financing Contingency or unable to timely obtain Buyer Board Approval and/or Buyer Shareholder Approval, Buyer shall provide written notice of the same to Seller (a “Specific Contingency Failure Notice”) within two (2) business days of such determination, whereupon this Agreement shall deliver terminate, Buyer shall reimburse Seller for all of Seller’s Out-of-Pocket Costs and Expenses (as defined in Section 9.3.2(d) below) in accordance with the Leased Premises in vacantprovisions of Section 9.3.2(d) below, broom clean and except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If, notwithstanding the nonsatisfaction of any such condition, Buyer elects to waive such condition with all FF&Epursuant to Section 9.3 below and the Close of Escrow occurs, (including without limitation there shall be no liability on the Computer part of Seller for breaches of representations and Security Equipment, warranties of which Buyer had actual knowledge as specifically set forth in Schedule II)of the Close of Escrow.

Conditions to Buyer’s Obligations. All of Buyer’s obligations hereunder (including, without limitation, Buyer’s obligation to pay the Purchase Price, to accept title to the Property and to consummate the transactions contemplated hereby in connection with Closing) are expressly conditioned on the satisfaction at or before the time of Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and conditions precedent being fully satisfied as of the Closing (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option): (a) At Closing, Seller shall deliver possession of the Property to Buyer free and clear of all tenancies and other occupancies except for the Master Lease and the applicable Operating Sublease; (b) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above that Seller is obligated to deliver; (c) Buyer shall receive from the Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price allocated pursuant to Exhibit A, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions; (d) The Real Property and Improvements shall have a valid, permanent and unconditional certificate of occupancy (or the equivalent thereof) for each location (to the extent expressly required by applicable law), and Buyer shall have received a copy of such certificate; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of an earlier date, in which case as the date of such date Closing as if such representations and warranties were made at and as of such date)the Closing, except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsrespects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (f) Each Operational Subtenant shall be in possession of the premises demised under the Operational Subleases, open for business to the public and paying full and unabated rent under the Operational Subleases; (iiig) Seller’s title in Between the date hereof and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, there shall have been no material adverse change in the financial or physical condition of the Property or the business operated thereon; and (1h) The municipality in which the Property is located issues all certificates, permits and inspection and other approvals that may be required as a condition to the transfer of the Property to Buyer. If any of the foregoing conditions precedent have not been satisfied as of Closing, Buyer may either: (i) waive any unsatisfied conditions and proceed to Closing in accordance with the terms and provisions hereof with no deduction from or adjustment of the Purchase Price except for (a) adjustment equal to the amount required to satisfy and discharge of record at or before Closing of any and all lien, judgment or other encumbrance which can be removed by the payment of a fixed and ascertainable amount together with interest and penalties thereon, if any, and together with any additional title insurance costs or premiums imposed by Title Insurer by reason thereof, and (b) the bankruptcy court cost of curing any failed condition precedent to the extent reducible to a liquidated sum; (ii) terminate this Agreement by delivering written notice thereof to Seller no later than Closing, upon which termination the Xxxxxxx Money shall have entered an order, in a form and substance satisfactory be refunded to Buyer and Seller (the “Sale Order”)shall reimburse Buyer for all title insurance company charges, (A) approving this Agreement survey charges, attorneys’ fees and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate other out-of-pocket costs incurred in connection with the transactions contemplated hereinby this Agreement, including the assumption all obligations, liabilities and assignment rights of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order parties under this Agreement shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)terminate.

Conditions to Buyer’s Obligations. The obligation of the Buyer to close and consummate the purchase of the Assets contemplated by and pursuant to this Agreement is and shall be subject to satisfaction and fulfillment of or compliance with, on the Closing Date, the following conditions precedent, any of which may be waived by the Buyer’s obligation : (a) Each of the representations and warranties of the Seller and the Seller Members contained in this Agreement or in the other Transaction Documents, shall be true, correct and complete in all material respects, and the Buyer shall have received from the Seller and the Seller Members a certificate to consummate such effect, dated as of the Closing Date in form and substance satisfactory to counsel for the Buyer. The Seller and the Seller Members shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement or the other Transaction Documents to be performed or complied with by it prior to or at the Closing, and the Buyer shall have accepted the form and content of all exhibits, Schedules and documents to be delivered by the Seller and the Seller Members at the Closing. (b) The Seller and the Seller Members shall have executed or committed to promptly deliver to the Buyer the documents, instruments and other items identified in Section 4.2 of this Agreement, respectively (including, but not limited to, the Titles, Lease Assignment and Noncompetition Agreement), together with such assignments, endorsements, UCC releases and other instruments of conveyance and transfer, requested by, and satisfactory in form and substance to, the Buyer and Buyer's counsel, as shall be effective to vest in the Buyer on the Closing Date good and marketable title to the Assets, free and clear of all liens, charges, Encumbrances and adverse Claims (c) No action or proceeding against the Seller, the Seller Members, or the Buyer shall have been instituted before a court or other Governmental Authority which, if successful, would prohibit the consummation of, or require substantial rescission of, the transactions contemplated hereby under this Agreement or the other Transaction Documents. There shall be no Claim made or threatened by any Person other than the Seller, that such Person: (i) is the holder or the beneficial owner of, or has any right to acquire or obtain beneficial ownership of, the Assets or any stock or, or any other voting, asset or ownership interest in connection the Seller; or (ii) is entitled to all or any portion of the Purchase Price. (d) The Buyer shall be satisfied with the Closing is subject results of a recent Uniform Commercial Code, Tax and judgment lien search against the Seller in the jurisdictions listed on Schedule 5.2, and Seller shall deliver to satisfaction the Buyer evidence reasonably satisfactory to the Buyer, that all Encumbrances on the Assets (other than Permitted Encumbrances) have been or, at the Closing, will be satisfied, terminated, released or waiver waived, as appropriate. (e) The Buyer shall be satisfied with the Buyer's review of the following conditions:environmental condition of the Business Locations, including (but not limited to) that such review does not indicate that there has been any violation of any Environmental Law or that there is an environmental condition requiring remediation. (f) All Required Consents shall have been obtained and delivered to the Buyer. (g) No statute, rule or regulation shall have been enacted by any Governmental Authority which would render the consummation of this Agreement or the other Transaction Documents unlawful. (h) There shall have been no Material Adverse Effect since April 1, 2017. (i) The Buyer shall be satisfied with the representations Buyer's due diligence review for or related to the transactions contemplated by this Agreement or the other Transaction Documents, including (but not limited to) the Buyer's investigation and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and as review of the Closing Assets, the Seller, and the Due Diligence Information. (except to j) No Party hereto shall be under an injunction or other legal restriction which makes unlawful the extent expressly made as closing of an earlier datethe transactions contemplated by this Agreement or the other Transaction Documents, there shall not be instituted or threatened any litigation or proceeding which either separately or in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and aggregate would not reasonably be expected to have a material adverse effect on Material Adverse Effect or that would materially and adversely affect the condition consummation of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein;by this Agreement or the other Transaction Documents, and there shall not have been suffered any casualty or loss, whether or not covered by insurance, which either alone or in the aggregate has had a Material Adverse Effect. (iik) The Seller shall have performed taken all action necessary to authorize, execute, deliver and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving consummate this Agreement and all the other Transaction Documents. (l) The Buyer shall have secured financing from a bank or financial institution for the transactions contemplated by this Agreement and/or the other Transaction Documents (including, but not limited to, for the payment of the Closing Cash) and for post-Closing working capital, on terms and conditions hereofacceptable to the Buyer. (m) The Buyer, and (B) approving and authorizing Seller to consummate in the transactions contemplated hereinBuyer's reasonable discretion, including shall be satisfied with the assumption and assignment Buyer's review of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending Closing Estimated Net Working Capital contained in the Sale Order shall be in effect on the Pre-Closing Date;Certificate. (vn) each delivery contemplated by Section 11(a) to be delivered to Buyer The Seller shall have been delivered; and (vi) terminated and repaid in full any and all loans and lines of credit for the Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer banks and Security Equipment, as specifically set forth in Schedule II)other financial institutions.

Conditions to Buyer’s Obligations. Subject to Section 7.3, Buyer’s obligation to consummate the transactions contemplated hereby Contemplated Transactions in connection with the Closing is subject to satisfaction or written waiver of the following conditions:conditions (any or all of which may be waived in writing by Seller and Buyer in whole or in part to the extent permitted by applicable Law): (ia) the representations and warranties set forth in Section 22.a) shall have been true and correct on as of the date hereof and as of the Closing (in each case, except to the extent extent (1) of any representation or warranty that is expressly made as of an earlier a specified date, in which case as of such date as if made at specified date, and as (2) subject to any Schedule Update), each of such date)the representations or warranties contained in Article III shall be true and correct in all material respects, except where the failure of such representations and warranties to be so true and correct correct, individually or in the aggregate with other such failures, has not had had, and would not reasonably be expected to have have, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iib) Seller shall have performed and complied with its covenants and agreements hereunder through to the extent required to be performed prior to the Closing in all material respects; (iiic) Seller’s title no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order that is in effect and to that has the Acquired Assets shall be good, valid and marketable and free effect of all liens and encumbrancesmaking the Closing illegal or otherwise prohibiting the consummation of the Closing; (ivd) to the extent that Seller becomes Sale Order shall have been entered by the Bankruptcy Court and shall not be subject to a Chapter 11 Proceeding prior to stay; (e) from the date of this Agreement until the Closing Date, there shall not have occurred and be continuing any Material Adverse Effect; (1f) the bankruptcy court Buyer shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and received all of the terms and conditions hereof, and (B) approving and authorizing Seller deliverables pursuant to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing DateSection 2.9(a); (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vig) Seller shall deliver have delivered a certificate from an authorized officer of Seller to the Leased Premises effect that each of the conditions specified in vacantSection 7.1(a), broom clean condition with all FF&E, (including without limitation the Computer Section 7.1(b) and Security Equipment, as specifically set forth in Schedule II)Section 7.1(g) has been satisfied.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions as of the Closing Date: (ia) Each of the representations and warranties set forth of Seller and the Company (i) contained in Section 22.aArticle III and Article IV, respectively, that is a Fundamental Representation (other than Sections 3.04 and 4.04) shall have been and disregarding all qualifications as to materiality or by Material Adverse Effect, will be true and correct on the date hereof and in all material respects as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case as of such date earlier date)), (ii) contained in Sections 3.04 and 4.04 will be true and correct in all respects as of the Closing Date as if made at and anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (iii) contained in Article III and Article IV, respectively, that is not a Fundamental Representation and disregarding all qualifications as to materiality or by Material Adverse Effect, will be true and correct as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where the for any failure of any such representations representation and warranties warranty referred to in this clause (iii) to be so true and correct that has not had a Material Adverse Effect; (b) The Company and would Seller will have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (c) Seller will have delivered to Buyer the stock certificates representing the Shares, in each case accompanied by duly executed stock powers; (d) Since the date of this Agreement, there shall not reasonably be expected have occurred a Material Adverse Effect; (e) The Company will have delivered to have Buyer each of the following: (i) a material adverse effect on the condition of Acquired Assets as a whole or on the ability certificate of Seller and the Company executed by a duly authorized officer thereof, dated the Closing Date, stating that the preconditions specified in Section 2.02(a), Section 2.02(b) and Section 2.02(d) as they relate to consummate Seller or the transactions contemplated hereinCompany, as applicable, have been satisfied; (ii) a copy of the Escrow and Paying Agent Agreement, duly executed by Seller shall have performed and complied with its covenants the Escrow and agreements hereunder through the Closing in all material respectsPaying Agent; (iii) Seller’s title customary payoff letters and, if applicable, Lien releases, in form and substance reasonably satisfactory to Buyer, with respect to the Acquired Assets shall be good, valid and marketable and free payoff amounts of all liens and encumbrancesthe Indebtedness identified on Schedule 2.02(e)(iii); (iv) an affidavit, executed by the Company under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in the form attached hereto as Exhibit B; (v) resignation letters executed by each of the officers and directors (and representatives holding equivalent positions) of the Company and the Subsidiaries; (vi) employment agreements and restrictive covenant agreements in form and substance reasonably acceptable to Buyer, duly executed by each of the extent that individuals set forth on Schedule 2.02(e)(vi); and (vii) a copy of the MSA Termination Agreement, duly executed by Audax Management Company, LLC and Xxxx Manufacturing, LLC; (f) Seller becomes subject shall have delivered to Buyer a Chapter 11 Proceeding prior certificate of an executive officer of Seller, in a form approved in advance by Buyer (such approval not to be unreasonably withheld), dated the Closing Date, certifying that attached thereto are true, correct and complete copies of (1i) the bankruptcy court shall have entered an orderorganizational documents for each Acquired Company as are then in full force and effect; (ii) resolutions duly adopted by Seller's board of managers approving the execution, in a form delivery and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving performance of this Agreement and all the ancillary documents contemplated hereby and the consummation of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption hereby and assignment of the Leases by Seller to Buyerthereby, and (2) no order staying, reversing, modifying or amending the Sale Order shall be that such resolutions have not been amended and remain in full force and effect on the Closing Date; ; and (viii) each resolutions duly adopted by the Company's board of directors approving the execution, delivery and performance of this Agreement and the ancillary documents contemplated by Section 11(a) to be delivered to Buyer shall hereby and the consummation of the transactions contemplated hereby and thereby, and that such resolutions have not been deliveredamended and remain in full force and effect on the Closing Date; and (vig) Seller shall deliver Buyer will have received written consent to the Leased Premises transactions contemplated by this Agreement, in vacantform and substance reasonably satisfactory to Buyer, broom clean condition with all FF&E, (including without limitation from each of the Computer and Security Equipment, as specifically set forth in parties identified on Schedule II2.02(g).

Conditions to Buyer’s Obligations. Buyer’s 's obligation to consummate make the transactions contemplated hereby in connection with deliveries required of Buyer at the Closing is shall be subject to the satisfaction or waiver by Buyer of each of the following conditions: (i) 4.2.1. Seller shall have substantially performed or tendered performance of each and every covenant on Seller's part to be performed which, by its terms, is capable of performance before the Closing. 4.2.2. All representations and warranties set forth in Section 22.a) of Seller contained herein shall have been continue to be true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects;. (iii) Seller’s title in 4.2.3. Seller shall have executed and be prepared to deliver to Buyer the Assignment of Leases. 4.2.4. Seller shall have delivered, or shall be prepared to deliver at the Closing, all other documents required of Seller to be delivered at the Closing. 4.2.5. All applicable waiting periods relating to the Acquired Assets Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 shall have expired or been terminated and any proceedings that may have been filed or instituted thereunder shall have been satisfactorily concluded. 4.2.6. No action, suit or other proceedings brought by any governmental agency shall be goodpending before any court, valid and marketable and free tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of all liens and encumbrances;the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. (iv) to 4.2.7. The Bankruptcy Court shall have entered the extent that Seller becomes subject to a Chapter 11 Proceeding Sale Order, which shall not have been stayed as of the Closing Date. 4.2.8. There shall not have occurred prior to the Closing Date, Date a material adverse change in the financial condition or results of operations of the Business (1) exclusive of the bankruptcy court shall have entered an order, in a form and substance satisfactory to effect of any locations where the real property lease is not being assumed by Buyer and Seller (the “Sale Order”), (A) approving this Agreement exclusive of costs and all expenses directly relating to Seller's filing of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule IIa bankruptcy case).

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions closing of the transaction contemplated hereby in connection with the Closing this Agreement is subject to the satisfaction or waiver waiver, at or before the Closing, of the following conditionsconditions set forth in this Section 6.1: (a) 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 set forth on Schedule 6.1(a) shall have been made with or obtained from all applicable Governmental Authority or other Persons, as the case may be; (b) there shall be no Claim pending or threatened before any 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, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect; (c) (i) the representations and warranties set forth of Sellers contained in Section 22.a) Article 3 and Article 4 shall have been be true and correct on the date hereof in all material respects (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing as though then made (except to the extent such representations and warranties shall have been expressly made as of an earlier date); (ii) the Company, Sellers and Sellers’ Representative shall have performed or caused to have been performed in which case as all material respects all of such date as if made at the covenants and as of such date), except where the failure of such representations and warranties agreements required by this Agreement to be so true performed by the Company, Sellers and correct has not had Sellers’ Representative on or prior to the Closing; and would not reasonably be expected (iii) Sellers’ Representative, on behalf of the Company and Sellers, shall have executed and delivered to have Buyer a material adverse effect on certificate to the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinforegoing effect; (iid) Seller Buyer shall have performed received from Sellers all certificates for the Shares, duly endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and complied with its covenants and agreements hereunder through the Closing in all material respectstransfer; (iiie) Seller’s title The Company shall have entered into long-term supply and distribution Contracts, manufacturers representative Contracts, and such other Contracts as are described on Schedule 6.1(e), in and each case containing terms that are acceptable to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesBuyer; (ivf) Buyer shall have received reasonable documentation with respect to the extent that Seller becomes subject cancellation of any Tax sharing agreements pursuant to Section 8.2.4; (g) Buyer shall have received the written resignation, effective as of the Closing, of each director and officer of the Acquired Companies listed on Schedule 6.1(g); (h) Buyer shall have received the Pay-Off Documents; (i) Buyer shall have received the Non-Compete Agreements, duly executed by each of the Sellers in the form of Exhibit B hereto; (j) Buyer shall have received (i) a Chapter 11 Proceeding prior certificate issued by the appropriate Governmental Authority of the jurisdiction of incorporation of each of the Acquired Companies and for each state in which such Acquired Company is required to be qualified, as applicable, certifying the good standing of each such Acquired Company in each such state as of a date within ten (10) Business Days of the Closing Date, (1ii) a certificate issued by the bankruptcy court appropriate Governmental Authority of the jurisdiction of incorporation or organization of each Seller that is not a natural Person or trust certifying the good standing of such Seller as of a date within ten (10) Business Days of the Closing Date, (iii) a certificate of the Secretary of the Company attesting to the incumbency of the Company’s officers, the authenticity of the resolutions authorizing the transaction contemplated by this Agreement, each Acquired Company’s certificate of incorporation and each Acquired Company’s bylaws; (k) Buyer shall have entered received an orderopinion, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all dated as of the terms and conditions hereofClosing Date, and of Xxxxxx, Xxxxxxx & Xxxxxxxxxx, counsel to the Acquired Companies, substantially in the form of Exhibit C hereto; (Bl) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order Buyer shall have received a fully executed Escrow Agreement that shall be in full force and effect on as of the Closing Date; (vm) Buyer shall have received a fully executed lease agreement for each delivery contemplated Leased Real Property identified in Schedule 6.1(m), substantially in the form of Exhibit D hereto; (n) The agreements identified on Schedule 6.1(n) hereto shall have been terminated without further Liability to the Acquired Companies and evidence of such termination shall be provided to Buyer; (o) The rights and obligations of NCCRS Associates, Inc. under that certain Purchasing and Services Agreement by Section 11(aand between NCCRS Associates, Inc., the Company and Northeast Ohio Roofers Mart, Inc., dated as of April 4, 1994 shall have been assigned to the Company on terms and conditions acceptable to Buyer; (p) Commercial Roofing Solutions, Inc. (“CRS”) shall cease operations as an independent entity and the employees of CRS shall have accepted employment with the Company as at-will employees subject to a Non-Competition and Confidentiality Agreement in the form of Schedule 6.1(p); (q) The Acquired Companies shall remove from coverage under their insurance policies any property that is not owned or leased by the Company or used in the Company’s Business; (r) Buyer shall have received a valid and properly completed Form I-9 for each employee or former employee of the Acquired Companies; (s) All Persons other than the Acquired Companies and such Acquired Companies’ employees shall terminate participation in the Acquired Companies’ Benefit Plans; and (t) Buyer shall have received each other document required to be delivered to Buyer pursuant to this Agreement. Buyer shall also have been delivered; and (vi) Seller received the originals or certified or other copies of such certificates, instruments or other documents as Buyer may reasonably request. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the form of which is not attached to this Agreement as an exhibit, shall deliver the Leased Premises be in vacant, broom clean condition with all FF&E, (including without limitation the Computer form and Security Equipment, as specifically set forth in Schedule II)substance reasonably satisfactory to Buyer.

Conditions to Buyer’s Obligations. All of Buyer’s obligations hereunder (including, without limitation, Buyer’s obligation to pay the Purchase Price, to accept title to the Property and to consummate the transactions contemplated hereby in connection with Closing) are expressly conditioned on the satisfaction at or before the time of Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and conditions precedent being fully satisfied as of the Closing (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option): (a) At Closing, Seller shall deliver possession of the Property to Buyer free and clear of all tenancies and other occupancies except for the Master Lease and the Operating Subleases; (b) Seller shall have timely delivered the items set forth in Section 10 above that Seller is obligated to deliver; (c) Buyer shall have received from Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates, Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof, subject only to the Permitted Exceptions; (d) The Real Property shall have a valid, permanent and unconditional certificate of occupancy (or the equivalent thereof) for the use and occupancy of the Property by Tenant and the Operating Subtenant (to the extent expressly required by applicable law) which shall not contain any contingencies or require any additional work to be completed, and Buyer shall have received a copy of such certificate; (e) Each Operating Subtenant shall be in possession of the subpremises demised under each of the Operating Subleases and open for business to the public; (f) Between the date hereof and the Closing Date, there shall have been no event having a Material Adverse Effect with respect to the financial or physical condition of the Property or the business operated thereon; (g) The municipality in which the Property is located or any other relevant governmental authority issues all certificates, permits and inspection and other approvals that may be required as a condition to the transfer of the Property to Buyer and to continue to operate the Property; (h) No later than five (5) business days prior to the Closing Date, Seller shall have obtained an estoppel certificate as to each restrictive covenant, declaration and/or reciprocal easement agreement of record, which estoppel certificate shall: (i) be executed by each party entitled to enforce such document; (ii) confirm that such document is in full force and effect, unmodified except as revealed by the Title Report/Commitment received by Buyer; (iii) confirm that there are no defaults by the Seller and/or the Property under such document; (iv) confirm that there are no outstanding sums owed by the Seller and/or the Property; (v) confirm that there are no outstanding construction or similar obligations of Seller and/or the Property; and (vi) be dated no earlier than thirty (30) days prior to Closing; (i) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of an earlier date, in which case as the date of such date Closing as if such representations and warranties were made at and as of such date)the Closing, except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in respects with all covenants, agreements and conditions required by this Agreement to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that performed or complied with by Seller becomes subject to a Chapter 11 Proceeding prior to or at the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing DateClosing; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with purchase of the Closing Purchased Assets and the assumption of the Assumed Liabilities is subject to satisfaction or waiver (to the extent waivable) by Buyer of the following conditions: : (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (iia) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in respects with each of the obligations, agreements and covenants required by this Agreement to the Acquired Assets shall be good, valid performed and marketable and free of complied with all liens and encumbrances; (iv) material conditions required by this Agreement to the extent that be performed or complied with by Seller becomes subject to a Chapter 11 Proceeding on or prior to the Closing Date; (b) Intentionally Deleted (c) Seller and Receiver shall use commercially reasonable efforts to cooperate and facilitate the Buyer receiving (i) from the Kansas Department of Health and Environment the approval of the assignment and transfer of the Class I Operating Air Permit for the operation of the Business without any new conditions that may adversely affect the Buyer or the operation of the Business, (1ii) approval and consents for the bankruptcy court shall have entered an order, in a form transfer and substance satisfactory assignment to Buyer of all necessary licenses and Seller (permits to operate the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereofBusiness, and (Biii) approving any other material approvals, licenses or permits required to operate the Business; (d) Seller and authorizing Receiver will have obtained all necessary consents from Kansas Gas & Electric (“KG&E) and any other required party for the transfer and assignment of that certain Water Sharing Agreement, dated February 28, 2018, by and between Seller and KG&E and all necessary consents for the transfer and assignment to consummate Buyer of any and all technology licenses and utility contracts for the transactions contemplated hereinoperations of the Business including without limitation, including the assumption consent for the transfer and assignment of the Leases by license agreements with ICM, Inc. to operate the Plant and all ICM technology installed in the Plant and the consent and transfer and assignment of the natural gas and electrical usage agreements for the Business; (e) Seller and Receiver shall have delivered to Buyer all consents and approvals necessary for the assignment and transfer of all Assigned Contracts to Buyer, including without limitation, the consents and approvals related to the AITX rail car lease (2) no order staying210 rail cars), reversingand all railroad track agreements and leases, modifying and specifically including a consent, approval, or amending other agreement memorializing the Sale Order shall be in effect right to use the portion of the railroad track which is not currently subject to any agreement or lease and located on the Closing Dateadjacent property owned by ICM, Inc.; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. BuyerSubject to Section 7.3, Xxxxx’s obligation to consummate the transactions contemplated hereby Contemplated Transactions in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) the representations and warranties set forth in Section 22.a) shall have been true and correct on as of the date hereof and as of the Closing (in each case, except to the extent for any representation or warranty that is expressly made as of an earlier a specified date, in which case as of such date as if made at and as of such specified date), (i) each representation or warranty contained in Section 3.1, Section 3.2 and Section 3.10 shall be true and correct in all respects other than de minimis exceptions, and (ii) each other representation or warranty set forth in Article III shall be true and correct in all respects, except where the failure of such representations and warranties referred to in this clause (ii) to be so true and correct correct, individually or in the aggregate with other such failures, has not had had, and would not reasonably be expected to have have, a material adverse effect on Material Adverse Effect; provided, however, that for purposes of determining the condition accuracy of Acquired Assets representations and warranties referred to in clause (ii) for purposes of this condition, all qualifications as a whole or on the ability of Seller to consummate the transactions contemplated herein“materiality” and “Material Adverse Effect” contained in such representations and warranties shall be disregarded; (iib) Seller Sellers shall have performed and complied with its their covenants and agreements hereunder through to the extent required to be performed prior to the Closing in all material respects; (iii) Seller’s title in , and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court Sellers shall have entered an order, in a form caused the documents and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated instruments required by Section 11(a2.8(a) to be delivered to Buyer (or tendered subject only to Closing); (c) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Decree that is in effect and that has the effect of making the Closing illegal or otherwise prohibiting the consummation of the Closing; (d) (i) (A) the Bankruptcy Court shall have entered the Sale Procedures Order by the Sale Procedures Order Deadline and the Sale Order by the Sale Order Deadline, and (B) the Sale Procedures Order and the Sale Order shall each be a Final Order on the Closing Date; and (ii) the Sale Procedures Orders and the Sale Order, as entered by the Bankruptcy Court, shall not modify the terms and conditions of this Agreement or the transactions contemplated hereby in such a manner as to result in a diminution in the benefits of this Agreement to the Buyer; (e) the Bankruptcy Court shall not have entered any order (i) appointing a trustee or examiner with respect to the Chapter 11 Cases, (ii) converting the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or (iii) dismissing the Chapter 11 Cases; (f) from the date of this Agreement until the Closing Date, there shall not have occurred and be continuing any Material Adverse Effect; (g) all Consents required under applicable Law, if any, for Buyer to take assignment at Closing of any Assignable Contracts, shall have been deliveredobtained; (h) the Exchange Agreement shall be in full force and effect; and (vii) Seller Sellers shall deliver have delivered a certificate from an authorized officer of Sellers to the Leased Premises effect that each of the conditions specified in vacantSection 7.1(a), broom clean condition with all FF&E, (including without limitation the Computer Section 7.1(b) and Security Equipment, as specifically set forth in Schedule II)Section 7.1(f) has been satisfied.

Conditions to Buyer’s Obligations. Buyer’s obligation obligations to consummate close the transactions contemplated hereby in connection with purchase of the Closing is Property under this Contract are subject to the satisfaction or waiver of each of the following conditions:conditions (any of which may be waived in whole or in part in writing by Buyer at or prior to the Closing Date for the Property): (ia) The Conditions in this Contract for the representations and warranties set forth in Section 22.a) shall benefit of Buyer have been satisfied or waived in writing by Buyer; and (b) All representations, warranties, and covenants of Seller in this Contract are true and correct on the date hereof accurate and as free of the Closing violation; and (except to the extent expressly made as of an earlier date, in c) No event which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not could reasonably be expected to have a material adverse effect on the condition Property or its value shall occur after expiration of Acquired Assets as the Due Diligence Period, and Buyer has not first discovered any fact after expiration of the Due Diligence Period that could not with reasonable diligence have been discovered during the Due Diligence Period and which fact could reasonably be expected to have a whole or material adverse effect on the ability of Seller to consummate the transactions contemplated herein;Property or its value; and (iid) At the Closing, there will be no outstanding contracts made by Seller for any improvements to the Property that have not been fully paid, and all mechanics’, contractors’ and materialmen’s liens arising from any labor or materials furnished prior to Closing relating to contracts made by Seller for any improvements to the Property Seller will have been discharged by Seller; and (e) The Title Company shall be ready, willing and able to issue the owner’s Title Policy in the form required herein on the Closing Date; and (f) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer shall have been deliveredthe Title Company the documents and instruments required herein to be delivered by Seller at Closing; and (vig) Seller shall deliver have caused the Leased Premises Title Company to issue the Title Policy to Buyer without exception for those Trust Deeds, instruments and agreements with affirmative coverage shown in vacantexception numbers 14, broom clean condition 19, 25 and 26 of the Title Commitment, with all FF&Eaffirmative coverage in the form of the Title Policy endorsement attached to Exhibit 11 with respect to such Trust Deeds, instruments and agreements; and (including without limitation h) Contemporaneously with the Computer Closing, Buyer and Security Equipment, as specifically set forth in Schedule II)Aspen Country shall have closed the sale by Aspen Country to Buyer of the Aspen Properties pursuant to the terms of the Aspen Contract.

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of Buyer to consummate the transactions contemplated hereby in connection with by this Agreement shall be subject to the fulfillment on or prior to the Closing is subject to satisfaction or waiver Date of each of the following conditions: (a) Seller shall have delivered to Buyer the following documents on or prior to the Closing Date: (i) a schedule setting forth Seller's good faith determination as to the Accounts Receivable as of the Closing Date (which shall reflect all credits due to Franchisees which are known to Seller as of the Closing Date); (ii) an executed assignment and assumption agreement substantially in the form attached as Exhibit D hereto, assigning all of --------- Seller's rights and obligations under the Franchise Agreements to Buyer (the "Franchise Assignment and Assumption Agreement"); (iii) an executed assignment substantially in the form attached as Exhibit E hereto, assigning the Proprietary Rights to Buyer (the --------- "Proprietary Rights Assignment Agreement"); (iv) one or more executed bills of sale substantially in the form attached as Exhibit F hereto, conveying in the aggregate all of the --------- Acquired Assets (the "Bills of Sale"); and (v) all other documents, certificates and instruments reasonably requested by counsel for Buyer or which are necessary to effect the transfer and assignment to Buyer of all right, title and interest in and to the Acquired Assets or to effectuate and carry out all of the provisions of this Agreement. (b) All representations and warranties set forth made by Seller contained in Section 22.a) this Agreement shall have been be true and correct in all material respects on the date hereof and as of the Closing (except to the extent expressly made Date as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of though such representations and warranties to be so true were made as of the Closing Date, and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have duly performed and or complied with its covenants and agreements hereunder through all of the Closing in all material respects; (iii) Seller’s title in and obligations to be performed or complied with by it under the Acquired Assets shall be good, valid and marketable and free terms of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding this Agreement on or prior to the Closing Date, . (1c) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer Rentrak and Seller (the “Sale Order”), (A) approving this Agreement and all hereby waive any non-compete or other restrictions that would prevent Buyer from hiring former employees of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date;Seller. (vd) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) provided a copy of a payoff letter from Xxxxx Fargo indicating the total amount required to repay in full all obligations of Seller to Xxxxx Fargo, and Buyer shall deliver have received reasonable assurances from Xxxxx Fargo that upon payment at Closing of the Leased Premises $800,000 portion of the Purchase Price, Seller will have repaid in vacant, broom clean condition with full all FF&E, (including without limitation sums owed by it to Xxxxx Fargo and Xxxxx Fargo will release all of its security interests and liens against the Computer and Security Equipment, as specifically set forth in Schedule II)Acquired Assets.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with purchase of the Closing Acquired Assets and the assumption of the Assumed Liabilities is subject to satisfaction or waiver by Buyer of the following conditions: (i) the The representations and warranties of Sellers set forth in Section 22.a3.1, Section 3.2, Section 3.4, Section 3.9, (the “Seller Fundamental Representations”) shall have been be true and correct on in all respects as of the date hereof and as of the Closing (except to the extent expressly made Date, as of an earlier date, in which case as of such date as if though made at and as of the Closing Date, except to the extent any such dateSeller Fundamental Representations expressly relate to an earlier time (in which case such Seller Fundamental Representations shall be true and correct in all respects at and as of such earlier time), and (ii) all representations and warranties of the Sellers in this Agreement (other than the Seller Fundamental Representations) shall be true and correct, without regard to any qualifications as to “material”, “materiality”, or “Material Adverse Effect” (or any correlative terms), as of the date hereof and as of the Closing Date, as though made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time (in which case such representations and warranties shall be true and correct at and as of such earlier time), except where the failure of such representations and warranties to be so true and correct has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iib) Seller Sellers shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsrespects with the obligations and covenants required by this Agreement to be performed or complied with by Sellers at or prior to the Closing; (iiic) Seller’s title Buyer shall have received a certificate, dated as of the Closing Date and executed by an executive officer authorized to sign on behalf of the Sellers, stating that the conditions specified in Section 7.1(a), and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesSection 7.1(a) have been satisfied; (ivd) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court The Bankruptcy Court shall have entered an order, in a form the Sale Order and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (ve) each No material Decree shall be in effect that prohibits consummation of the transactions contemplated by this Agreement; (f) Each delivery contemplated by Section 11(a2.5(b) to be delivered to Buyer shall have been delivered; and (vig) Seller The Bankruptcy Court shall deliver have entered the Leased Premises Bidding Procedures Order, which Bidding Procedures Order shall include approval of the Break-Up Fee, and no order staying, reversing, modifying or amending the Bidding Procedures Order shall be in vacant, broom clean condition with all FF&E, (including without limitation effect on the Computer and Security Equipment, as specifically set forth in Schedule II)Closing Date.

Conditions to Buyer’s Obligations. Each obligation of Buyer to be performed by or at the Closing, is, at the option of Buyer’s obligation to consummate the transactions contemplated hereby in connection with the Closing is , subject to satisfaction or waiver each of the following conditions:conditions set forth below. (ia) the The representations and warranties set forth made by Seller in Section 22.a) this Agreement shall have been be true and correct accurate in all material respects on the date hereof and as of the Closing (except to with the extent expressly made same effect as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of though such representations and warranties have been given on and as of the Closing and Buyer shall have received a certificate, dated as of the Closing Date, signed by Seller to such effect. Seller shall also have performed or complied with, in all material respects, all of its obligations under this Agreement which are to be so true performed or complied with by it prior to or at Closing and correct has Buyer shall have received a certificate, dated as of the Closing Date, signed by Seller to such effect. (b) There shall not had and would not reasonably be expected to have a material adverse effect on the condition Closing (i) any Order by any Governmental Body, (ii) any written threat thereof by any Governmental Body, which is evidenced by a writing from the threatening agency or (iii) any Proceeding, which in all reasonable likelihood, might prohibit or render illegal, the consummation of Acquired Assets as a whole the transaction contemplated herein or which seeks damages on account thereof. (c) All agreements, documents, and instruments contemplated under this Agreement to be executed and delivered by Seller or its Affiliates shall have been duly executed by Seller or its Affiliates and shall be ready for delivery concurrently with the ability consummation of Seller to consummate the transactions contemplated herein;by this Agreement. (iid) All required consents, approvals and waivers from any Governmental Body, including those under the HSR Act, shall have been received, or if applicable, the waiting period under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. (e) The Assignment and Assumption Agreement substantially in the form of Exhibit I shall have been executed and delivered by Seller and Buyer. (f) The Bill(s) of Sale substantially in the form of Exhibit J shall xxxx been executed and delivered by Seller to Buyer. (g) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form of Exhibit K-1; the Services Agreement (Long Term) in substantially the form of Exhibit K-2; and the Agreement for Anhydrous Ammonia Storage and Throughput Service in substantially the form of Exhibit Q. (h) The Special Warranty Deeds substantially in the form of Exhibit L shall have been executed and delivered by Seller to Buyer. (i) The Easements substantially in the form of Exhibit O shall have been executed and delivered by Seller to Buyer. (j) No material and adverse change shall have occurred in the Business, and no Casualty Loss to the Assets which would have a Material Adverse Effect (as defined in Section 7.01), whether or not covered by insurance, shall have occurred since the Reference Balance Sheet Date, and Seller shall have delivered to Buyer a certificate dated as of the Closing Date, executed by Seller representing to Buyer such facts. (k) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and delivered to the Acquired Assets shall be goodBuyer an accurate list, valid and marketable and free dated as of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, showing: (1i) all agreements, contracts and commitments of the bankruptcy court shall have typed listed on Exhibit F entered an order, in a form and substance satisfactory to Buyer and Seller (into since the “Sale Order”), (A) approving date of this Agreement and all of (including amendments, if any, to the terms and conditions hereofitems listed on Exhibit F), and (Bii) approving all other agreements, contracts and authorizing Seller commitments relating to consummate the transactions contemplated hereinBusiness or the Assets entered into since the date of this Agreement, including together with true, complete and accurate copies of all such documents (the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to "New Contracts"). Buyer shall have been delivered; and the right and opportunity to review and approve the New Contracts. All of the New Contracts that are approved by Buyer shall be included in the Assets (viwith no addition or subtraction to or from the Purchase Price) and the future obligations of Seller thereunder shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer be assigned to and Security Equipment, as specifically set forth in Schedule II).assumed by Buyer pursuant to Section

Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate purchase the transactions contemplated hereby Property, are subject to the satisfaction of the following conditions or Buyer’s written waiver of such conditions on or before the Closing Date. Buyer may waive in writing any or all of such conditions in its sole and absolute discretion. a) Buyer shall have elected to timely deliver the Feasibility Approval Notice; b) Seller shall have performed, in all material respects, all material obligations to be performed by Seller pursuant to this Agreement; c) No event or circumstance shall have occurred which would make any of Seller’s representations, warranties and covenants set forth herein untrue in any material respect as of the Close of Escrow; d) There shall have occurred no material adverse change in the physical condition of the Property (such as those caused by natural disasters) which would render the Property unsuitable for Buyer’s intended use for development; e) The Approved Entitlements shall have been obtained; f) The Environmental Condition shall have been satisfied; g) There shall not exist any enacted building or utility hook-up moratoria, ordinances, laws or regulations, which were not existing and enforced as of the date of this Agreement, the effect of which would be to preclude the issuance of building or occupancy permits for houses to be constructed within the Property; and h) The Title Company shall be committed to issue to Buyer, as of the Closing Date, a CLTA title policy covering the Property, subject only to the Permitted Exceptions (defined below); provided, however, the disclosure at any time of any new or additional exceptions caused solely by Buyer’s acts or omissions (including, without limitation, in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.aApproved Entitlements) shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the not constitute a failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)of this condition.

Conditions to Buyer’s Obligations. All of Buyer’s obligations hereunder (including, without limitation, Buyer’s obligation to pay the Purchase Price, to accept title to the Property and to consummate the transactions contemplated hereby in connection with Closing) are expressly conditioned on the satisfaction at or before the time of Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and conditions precedent being fully satisfied as of the Closing (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option): (a) At Closing, Seller shall deliver possession of the Property to Buyer free and clear of all tenancies and other occupancies except for the Lease; (b) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above that Seller is obligated to deliver as of the Closing; (c) Buyer shall receive from Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof, subject only to the Permitted Exceptions; (d) The Real Property shall have a valid, permanent and unconditional certificate of occupancy (or the equivalent thereof) for the use and occupancy of the Property by Tenant (to the extent expressly made as of an earlier daterequired by applicable law), in which case as and Buyer shall have received a copy of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not certificates in Seller’s possession or reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinwithin Seller’s control; (iie) More than ninety percent (90%) of all amounts to be paid pursuant to Lease (and any other lease that will be in effect following Closing) will qualify as “rents from real property” for purposes of Section 856(c)(3)(A) of the Code. (f) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and paying full and unabated rent under the Lease; (g) Between the date hereof and the Closing Date, there shall have been no material adverse change in the financial or physical condition of the Property or the business operated thereon; (h) The municipality in which the Property is located issues all certificates, permits and inspection and other approvals that may be required as a condition to the transfer of the Property to Buyer; and (l) Seller shall have performed timely given all notices required under applicable Laws of the transaction contemplated herein to the Virginia Department of Health. and, promptly upon delivery of such notice, Seller shall provide reasonable evidence of such delivery to Buyer. If any of the foregoing conditions precedent have not been satisfied as of Closing, Buyer may either: (i) waive any unsatisfied conditions and complied with its covenants and agreements hereunder through the proceed to Closing in all material respects; accordance with the terms and provisions hereof with no deduction from or adjustment of the Purchase Price except for (iiia) Seller’s title in and adjustment equal to the Acquired Assets shall amount required to satisfy and discharge of record at or before Closing of any and all lien, judgment or other encumbrance which can be goodremoved by the payment of a fixed and ascertainable amount together with interest and penalties thereon, valid if any, and marketable together with any additional title insurance costs or premiums imposed by Title Insurer by reason thereof, and free (b) the cost of all liens and encumbrances; (iv) curing any failed condition precedent to the extent that Seller becomes subject reducible to a Chapter 11 Proceeding prior liquidated sum; (ii) terminate this Agreement by delivering written notice thereof to Seller no later than Closing, upon which termination the Closing Date, (1) the bankruptcy court Xxxxxxx Money shall have entered an order, in a form and substance satisfactory be refunded to Buyer and Seller (the “Sale Order”)shall reimburse Buyer for all title insurance company charges, (A) approving this Agreement survey charges, attorneys’ fees and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate other out-of-pocket costs incurred in connection with the transactions contemplated hereinby this Agreement, including the assumption all obligations, liabilities and assignment rights of the Leases by Seller parties under this Agreement shall terminate. If any of the foregoing conditions precedent have not been satisfied as of Closing with respect to Buyeronly some of the Properties, and (2) no order staying, reversing, modifying or amending the Sale Order shall be then Buyer may make a separate election in effect on the Closing Date; (v) accordance with this paragraph with respect to each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)of said Properties.

Conditions to Buyer’s Obligations. Buyer’s In addition to the conditions set forth in Section 8.3, the obligation of Buyer to consummate the transactions contemplated hereby in connection with effect the Closing is shall be subject to the satisfaction on or waiver prior to the Closing Date of the following conditions, unless waived in writing by Buyer: (ia) Except for the representations and warranties of Seller set forth in Section 22.a) shall have been Sections 4.1, 4.2, 4.3 and 4.6, the representations and warranties of Seller set forth in this Agreement shall, without giving effect to any materiality or Material Adverse Effect qualifications therein, be true and correct on (i) as of the date hereof of this Agreement, giving effect to the Schedules, and (ii) as of the Closing (except to the extent expressly Date as though made as of an earlier datethe Closing Date, in which case giving effect to the Schedules as updated by the Updated Schedules (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date as if made at and as of such dateor period), except where the failure of for such representations and warranties failures to be so true and correct has not had and as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (b) The representations and warranties of Seller set forth in Sections 4.1, 4.2, 4.3 and 4.6 shall be true and correct (i) as of the date of this Agreement, giving effect to the Schedules, and (ii) as of the Closing Date as though made as of the Closing Date, giving effect to the Schedules as updated by the Updated Schedules (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period); (c) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in respects with all covenants and obligations required by this Agreement, to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that performed or complied with by Seller becomes subject to a Chapter 11 Proceeding on or prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vd) each delivery contemplated by Section 11(a) to be Seller shall have delivered to Buyer a certificate, executed by a duly authorized officer of Seller, certifying that the conditions set forth in Sections 8.1(a), (b) and (c) have been satisfied; (e) Seller shall have been delivereddelivered to Buyer resolutions of the board of directors of Seller, certified by the Secretary or Assistant Secretary of Seller, approving and authorizing the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby; (f) Seller shall have delivered to Buyer a certificate of the Secretary or Assistant Secretary of Seller as to the incumbency of the officer executing this Agreement, the Electric Agreement, the Gas Agreement and the Transition Services Agreement on behalf of Seller and the genuineness of such officer’s signature; and (vig) Seller shall deliver have delivered to Buyer a release that, subject to Buyer’s performance of the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically payment obligations set forth in Schedule II)Section 6.11 and Section 6.12 (or the inclusion in Working Capital of the unpaid amounts as of the Closing Date under the Affiliated Interest Agreement, the Gas Arrangement and the Power Supply Agreement) and Buyer’s performance of the payment obligations set forth in Section 7.2, releases and discharges the Company from liability for any amounts owed by the Company to Seller pursuant to the Affiliated Interest Agreement, the Gas Arrangement, the Power Supply Agreement and the Tax Allocation Agreements.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions as of the Closing Date: (ia) the The representations and warranties set forth in Section 22.a) Articles 3 and 4 hereof shall have been be true and correct on the date hereof (without regard to any materiality or Material Adverse Effect qualifiers set forth therein) at and as of the Closing (except to the extent expressly Date as though then made as of an earlier date, in which case as of such date as if made at and as though the Closing Date was substituted for the date of this Agreement throughout such date)representations and warranties, except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to in the aggregate have a Material Adverse Effect; (b) The Company and the Sellers shall have performed in all material adverse respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (c) No action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order does or would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (d) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (e) At the Company’s option, (A) all of the conditions to consummation of the Consent Solicitation shall have been satisfied or waived and the indenture modifications comprising part of the Consent Solicitation shall have been effected, and the Note Tender Offer shall be capable of being consummated upon the availability of the proceeds from the debt financing described in subsection (f) below (subject only to acceptance of and payment for the tendered Existing Senior Notes), or, after prior consultation with the Buyer, (B) defeasement or other arrangements shall have been made with respect to the Existing Senior Notes, the terms and conditions of which are reasonably acceptable to Buyer, the lead agent for Buyer’s proposed senior credit facility and the lead underwriter for Buyer’s proposed high yield financing. (f) The conditions set forth in the Debt Commitment Letters (as in effect on the date hereof) to the funding of the Credit Facilities and the Interim Loans (as such terms are defined in the Debt Commitment Letters) shall have been satisfied or waived, and the proceeds of such credit facilities shall have been received by, or shall be fully available to, Buyer, other than (i) the failure of a condition or the unavailability of Acquired Assets as funding solely due to or resulting from a whole lack of equity financing and/or (ii) the failure solely of the condition, or on the ability unavailability of Seller funding due solely to consummate the failure of the condition, requiring the contemporaneous closing of the transactions contemplated hereinby this Agreement; provided, that, notwithstanding any provision in this Agreement to the contrary, Buyer shall not be required to close using the Interim Loans before February 7, 2005. (g) The Company shall have delivered to Buyer each of the following: (i) a certificate of the Company, dated the Closing Date, stating that the preconditions specified in subsections (a) and (b) above as they relate to the Company have been satisfied; (ii) Seller shall have performed resignation letters from the members of the Board of Managers of the Company and complied with its covenants Subsidiaries who are not employees of the Company and agreements hereunder through its Subsidiaries (other than the Closing in all material respectsindependent managers or trustees of Alliance Laundry Equipment Receivables LLC, Alliance Laundry Equipment Receivables Trust 2000-A, Alliance Laundry Equipment Receivables 2002 LLC, and Alliance Laundry Equipment Receivables Trust 2002-A); (iii) Seller’s title in and to the Acquired Assets shall be goodtermination agreements, valid and marketable and free effective as of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) for the bankruptcy court shall have entered an order, in a form and substance satisfactory agreements indicated on the attached Affiliated Transactions Schedule as to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect terminated on the Closing Date; (iv) amendments (in form and substance reasonably satisfactory to Buyer) to the material contracts listed on the attached Required Consents Schedule, as further described thereon; (v) an amendment, in form and substance satisfactory to Buyer, of the Company’s mergers and acquisition engagement letter with Xxxxxx Brothers, Inc., providing for acknowledgment that fees and expenses due thereunder are being satisfied at Closing and terminating all of the Company’s obligations thereunder (other than indemnity obligations). (vi) certified copies of the resolutions duly adopted by the Company’s board of managers authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (vii) (A) a certified copy of the certificate of incorporation, articles of incorporation or certificate of formation of each delivery contemplated by Section 11(aof the Company and its Subsidiaries and (B) to be delivered to Buyer shall have been delivereda certificate of good standing or equivalent certificate from the jurisdiction in which each of the Company and its Subsidiaries is incorporated or formed, in each case, dated within 30 days of the Closing Date; and (viviii) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipmenta statement, as specifically set forth in Schedule II)contemplated and meeting the requirements of Sections 1.1445-11T(d)(2) of the Treasury Regulations that fifty percent or more of the value of the gross assets of the company does not consist of U.S. real property interests or that ninety percent or more of the value of the gross assets of the Company does not consist of U.S. real property interests plus cash and cash equivalents.

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of Buyer to consummate make payment of the Purchase Price and other sums provided for herein and to close the transactions contemplated hereby in connection with the Closing is subject to satisfaction or waiver in full of each of the following conditionsconditions ("Buyer's Conditions") on or before the Closing Date: (ia) the representations The representations, warranties and warranties set forth agreements of Seller contained in Section 22.a) 4 shall have been be true and correct accurate in all material respects on the date hereof and as of the Closing (except to the extent expressly made as of an earlier dateDate, in which case as of such date as if made at and as of on such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein;. (iib) Seller shall have performed and complied with its covenants and agreements hereunder through on or before the Closing in all material respects;Date the obligations required to be performed by it on or before the Closing Date. (iiic) Seller’s title Seller shall have completed all the deliveries required to be made by Seller under Section 8.3 and elsewhere in and this Agreement. (d) Title Company shall be committed to issue the Title Policy to Buyer (e) The ALTA Survey shall have been updated showing no material modification from the ALTA Survey specified in the Title Report . (f) Buyer shall have received an affidavit to the Acquired Assets shall be goodeffect that Seller is not a foreign person for purposes of the withholding provision of Section 1445 of the Internal Revenue Code of 1986 or, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject such withholding is required, instructions as to the required withholding. (g) Buyer shall have received an estoppel certificate as specified in the Ground Lease of a Chapter 11 Proceeding date within thirty (30) days prior to the Closing. Buyer's Conditions are solely for the benefit of Buyer and may be waived only by Buyer. Any such waiver or waivers shall be in writing and shall be delivered to Seller. Buyer shall not act or fail to act for the purpose of permitting or causing any of Buyer's Conditions to fail. If any of Buyer's Conditions is not satisfied or has not been so waived by Buyer prior to the Scheduled Closing Date, (1) Buyer shall give written notice to Seller describing the bankruptcy court condition which has not been satisfied or waived and either Buyer or Seller by notice to the other party shall have entered an order, be entitled to postpone the Scheduled Closing Date as provided in a form and substance satisfactory Section 8.2 for the purpose of attempting to Buyer and Seller (the “Sale Order”), (A) approving obtain satisfaction of such condition or conditions. Nothing contained in this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing shall require Buyer or Seller to consummate postpone the transactions contemplated hereinScheduled Closing Date or to bring any suit or other proceedings or, including the assumption and assignment except as otherwise expressly required by this Agreement, to pay any substantial sum to satisfy any of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)'s Conditions.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate perform the transactions Transactions contemplated hereby in connection with to be performed on or about the Closing Date is subject to satisfaction satisfaction, or written waiver by Buyer, of each of the following conditions: (a) (i) All of the representations and warranties set forth of Seller in Section 22.a) shall this Agreement must have been true and correct on accurate in all material respects as of the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, must be accurate in which case as of such date all material respects as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; Closing Date, (ii) Seller shall must have performed and complied with all of its covenants and agreements hereunder through in this Agreement to be performed prior to or at the Closing in all material respects; Closing, and (iii) Seller’s title Seller must deliver to Buyer at the Closing a certificate, in the form reasonably satisfactory to Buyer, confirming satisfaction of the conditions in clauses (i) and to (ii) above; provided, however, that such certificate, for purposes of the Acquired Assets shall be goodobligations under Article IX, valid will certify that all of the representations and marketable and free warranties of Seller in this Agreement are accurate in all liens and encumbrances;respects as if made on the Closing Date. (ivb) to the extent that Seller becomes subject to a Chapter 11 Proceeding On or prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (Awill attach Schedule 2.1(d) approving to this Agreement and all such schedule will set forth the Acquired Accounts Receivable. (c) On or prior to the Closing Date, Buyer, Seller and Wxxxx Fargo will enter into the Wxxxx Fargo Agreement. (d) Seller shall (i) deliver to Buyer on the Closing Date instruments of assignment in the form attached hereto as Exhibit A effecting the transfer of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Intellectual Property from Seller to Buyer, and (2ii) no order stayingcomplete all actions required to transfer to Buyer all registrations corresponding to the Domain Names and provide evidence of the completion of such action to Buyer. (e) Seller shall file with the United States Patent and Trademark Office within the regulatory grace period the renewal documents for Primary Registration U.S. Reg. No. 1,882,281 for EL DORADO, reversing, modifying and provide evidence of the completion of such action to Buyer. (f) On or amending the Sale Order shall be in effect on prior to the Closing Date;, Seller shall file the necessary documents with the United States Copyright Office and all other public offices as required to evidence ownership of the registrations associated with the Copyrights in Seller. (vg) each delivery contemplated by Section 11(a) On or prior to be delivered the Closing Date, Seller shall file the necessary documents with the appropriate state and foreign offices as required to Buyer shall evidence record ownership of the state registrations and the foreign registrations that have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipmentdesignated as Primary Registrations, as specifically set forth in Schedule II2.1(a), in Seller. (h) On or prior to the Closing Date, Seller shall execute the Release of Security Interest and Release and Reassignment documents attached hereto as Exhibit E (collectively, the “Releases”), and shall file such documents with the United States Patent and Trademark Office and all other public offices as required to evidence unencumbered ownership of the applicable Marks in Seller. (i) On or prior to the Closing Date, Seller shall provide to Buyer all available books and records evidencing the sales of the Primary Registrations on or in connection with the goods and services. (j) The Procedures Order and the Approval Order, shall have been entered and shall not have been appealed, modified, amended, dissolved, revoked or rescinded in any material respect.

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of Buyer to consummate the transactions contemplated hereby in connection with by this Agreement are subject to the satisfaction at or prior to the Closing is subject to satisfaction or waiver (and shall remain satisfied at and as of the Closing) of the following conditions: , any or all of which may be waived by Buyer in its sole discretion in whole or in part: (i) each of the representations and warranties of Seller set forth in Section 22.a) shall have been 3 is true and correct on the date hereof and in all material respects as of the Closing (except to the extent expressly made as of an earlier dateDate, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and or complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in respects with all agreements and covenants required by this Agreement to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding performed or complied with by it on or prior to the Closing Date, (1iii) the bankruptcy court Company shall have entered an order, in a form and substance provided evidence reasonably satisfactory to Buyer of the Company’s consent to the transfer of the Purchased Warrant, (iv) the Company shall have delivered to Buyer a new warrant having terms and conditions that are in substance identical to the original Seller Warrant (the “Sale OrderNew Buyer Warrant”), (A) approving this Agreement and all duly executed by the Company in the name of Buyer exercisable for 750,000 shares of Common Stock of the terms and conditions hereofCompany at an exercise price of $3.50, provided that such New Buyer Warrant shall contain language reasonably acceptable to Buyer limiting the ability of Buyer to exercise the New Buyer Warrant to the extent that such exercise would result in Buyer beneficially owning in excess of 9.99% of the Company’s outstanding Common Stock (after giving effect to such exercise), and (Bv) approving and authorizing Seller there shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereinhereby or make such transactions illegal or prohibit, including the assumption restrict or delay such consummation or performance; and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order there shall not be in effect on any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the Closing Date; (v) each delivery consummation or performance of the transactions contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)hereby.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions as of the Closing Date, any one or more of which may be waived by Buyer: (ia) the The representations and warranties set forth in Section 22.a) Article IV hereof shall have been be true and correct on in all material respects (except to the date hereof extent qualified as to materiality, in which case such representations and warranties shall be true and accurate in all respects, after giving effect to such materiality) at and as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, except for (i) events contemplated by this Agreement and (ii) those representations and warranties that address matters only of a particular date (which shall be true and correct in all material respects (except to the extent expressly made qualified as of an earlier dateto materiality, in which case as of such date as if made at representations and warranties shall be true and accurate in all respects, after giving effect to such materiality) as of such date); (b) The Company shall have performed in all material respects all of the covenants and agreements (except to the extent qualified as to materiality, except where in which case such covenants and agreements shall have been performed in all respects, after giving effect to such materiality) required to be performed by it under this Agreement at or prior to the failure Closing; (c) The applicable waiting periods, if any, under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976 ( xxx "XXX Xxx") xxxll have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby (all of which items are set forth on the Governmental Consents Schedule attached hereto) shall have been made and obtained; (d) No judgment, decree or order shall have been entered and remain in effect which prevents the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded; (e) On or prior to the close of business on January 26, 1998, the Company shall have consummated the acquisition of Collegiate Services Corporation ("CSC") and the consummation of such representations and warranties to be so true and correct has not had and would not reasonably be expected to acquisition shall have a material adverse effect taken place substantially in the manner described on Schedule 2.01(e). If the condition contained in this Section 2.01(e) is not satisfied by such date, Buyer may give notice to the Company, on or prior to the close of Acquired Assets business on February 2, 1998, of its intention not to consummate the transaction contemplated by this 7 Agreement. If Buyer fails to give such notice within the prescribed period, the condition in this Section 2.01(e) shall be deemed satisfied; (f) The Company shall have redeemed and canceled, or simultaneously with the Closing shall redeem and cancel, all of the Non-Shareholder Options; (g) Prior to January 15, 1998, Shareholders who own not less than 95% of the Shares shall have executed this Agreement as a whole Executing Shareholders or the Executing Shareholders shall have agreed to bear their Pro Rata Share of 95% of any Losses that may be the subject of indemnification under Section 10.02(a). If the condition contained in this Section 2.01(g) is not satisfied prior to close of business on January 15, 1998, Buyer may give notice to the ability Company, prior to close of Seller business on January 20, 1998, of its intention not to consummate the transactions contemplated hereinby this Agreement. If Buyer fails to give such notice prior to close of business on January 20, 1998, the condition in this Section 2.01(g) shall be deemed satisfied; (h) The holders of not more than two percent of the Shares shall have perfected appraisal rights under Section 262 of the DGCL with respect to the Merger; (i) The Persons listed on Schedule 2.01(i) shall have elected to convert, in aggregate, a number of Shares equal to $3,850,000 divided by the Per Share Cash Consideration Amount into Surviving Corporation Shares; and (j) The Company or the Shareholders' Representative (on behalf of the Shareholders who wish to participate in the Merger), as the case may be, shall have delivered to Buyer each of the following: (i) a certificate of the Company in the form set forth in Exhibit C attached hereto, dated the Closing Date, stating that the preconditions specified in subsections (a) through (i) hereof, inclusive, have been satisfied; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through copies of the Closing in all material respectsgovernmental consents required by subsection (c) above; (iii) Seller’s title the stock certificates representing the Shares, the instruments representing the Warrants and the instruments representing the Shareholder Options from the Shareholders, in and to the Acquired Assets shall be good, valid and marketable and free each case duly endorsed for transfer or assignment or accompanied by duly executed Letters of all liens and encumbrancesTransmittal; (iv) all minute books, stock books, ledgers and registers, corporate seals and other corporate records relating to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Dateorganization, (1) the bankruptcy court shall have entered an order, in a form ownership and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all maintenance of the terms Company and conditions hereof, its Subsidiary; and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date;8 (v) a copy of the Company's Certificate of Incorporation, certified by the Secretary of State of Delaware, and Certificate of Good Standing from the Secretary of State of Delaware evidencing the Company's good standing in such jurisdiction, and a copy of the Subsidiary's Certificate or Articles of Incorporation, certified by the Secretary of State of Kansas, and a Certificate of Good Standing from the Secretary of State of Kansas, and each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver state wherein the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation Subsidiary is duly qualified evidencing the Computer and Security Equipment, as specifically set forth in Schedule II)Subsidiary's good standing therein.

Conditions to Buyer’s Obligations. Buyer’s Each and every obligation of Buyer to consummate the transactions contemplated hereby in connection with Seller hereunder to be performed on the Closing is Date shall be subject to the satisfaction or waiver of each of the following conditions, occurrence of which may, except for approvals and consents required by laws, at the option of Buyer, be waived: (i) the 10.1.1 The representations and warranties set forth of Seller contained in Section 22.a) this Agreement shall have all be true in all material respects on or as of the Closing Date, with the same effect as though such representations and warranties had been true and correct made or given on the date hereof and as of the Closing Date; 10.1.2 The Assets, taken as a whole, shall not have been materially adversely affected in any way as a result of fire, explosion, earthquake, disaster, accident, any action of any governmental authority, flood, storms, embargo, riot, civil disturbance, uprising activity of armed forces, or acts of God or public enemies; 10.1.3 Seller shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date; 10.1.4 There shall not be pending or threatened any litigation challenging the lawfulness of the transactions contemplated hereby or seeking to enjoin or restrain the consummation of this Agreement; 10.1.5 Seller shall have obtained (except and Seller hereby agrees to exert reasonable efforts to obtain) the valid consent of all parties whose consent is required to the extent expressly made as transfer and assumption of an earlier dateany contracts, in which case as of such date as if made at and as of such date), except leases or other Assets where the failure of to obtain such representations and warranties to be so true and correct has not had and consent would not reasonably be expected to have a material adverse effect on the condition intended business of Acquired Assets as a whole Buyer or on the ability of Seller to consummate the transactions contemplated hereinits assignee; (ii) 10.1.6 Seller shall have performed and complied with its covenants and agreements hereunder through delivered all documents required to be delivered by it to Buyer at the Closing in all material respectsClosing; (iii) Seller’s title in 10.1.7 Buyer and to the Acquired Assets its counsel shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent reasonably satisfied that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms foregoing conditions have occurred and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been deliveredare continuing; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. BuyerThe Close of Escrow and Xxxxx’s obligation to consummate the transactions transaction contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (ia) the All of Seller’s representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on in all material respects as of the date hereof of this Agreement and as of the Closing (except Date, subject to the extent expressly any qualifications hereafter made to any of Seller’s representations as of an earlier date, provided for in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinSection 11.1 hereof; (iib) As of the Closing Date, Seller shall have performed its respective obligations hereunder and complied with its covenants and agreements hereunder through the Closing in all material respectsdeliveries to be made at Close of Escrow by Seller shall have been tendered; (iiic) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would materially and adversely affect Seller’s title in and ability to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesperform its respective obligations under this Agreement; (ivd) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby or with respect to the extent that Seller becomes subject Property; (e) Subject to a Chapter 11 Proceeding Section 4.4 above, no less than three (3) business days prior to the Closing Date, (1) the bankruptcy court Seller shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer Buyer, Tenant Estoppel Certificates complying with the provisions of Section 4.4 above; (f) The Title Company is in a position to issue the Title Policy as required under Section 4.2.3; (g) Seller shall have been deliveredobtained any water certificates required in connection with recording the Deed; and (vih) Seller has obtained (i) a “Bulk Sales Stop Order” (the “State Notice”) from the Illinois Department of Revenue (the “State”) under the provisions of 35 ILCS 5/902d (the Illinois Income Tax Act) and 35 ILCS 120/5j (the Retailers Occupation Tax Act) (collectively, the “Acts”) and, if available, a full release (the “State Release”) of claims from the State with respect to all debts owed by Seller under the Acts effective for all periods prior to the date set forth therein. If the State Release is not available, Seller may, at its option (in its sole and absolute discretion), in satisfaction of this condition, hold back in escrow with Escrow Holder the amount to be withheld as disclosed in the State Notice until Xxxxxx receives the State Release, at which time the Escrow Holder shall deliver be authorized to pay to Seller the Leased Premises entire amount, if any, withheld. (ii) Seller has obtained a notice (the “County Notice”) from the Cook County Department of Revenue (the “County”) under the provisions of Section 34-92 of the Cook County Uniform Penalties, Interest and Procedures Ordinance (the “County Ordinance”) and, if available, a certificate (the “County Release”) from the County stating that all taxes, interest, penalties or nontax debts owed by Seller under the County Ordinance effective for all periods prior to the Closing Date have been paid in vacantfull. If the County Release is not available, broom clean condition Seller may, at its option (in its sole and absolute discretion), in satisfaction of this condition, hold back in escrow with Escrow Holder the amount to be withheld as disclosed in the County Notice until Seller receives the County Release, at which time the Escrow Holder shall be authorized to pay to Seller the entire amount, if any, withheld. (iii) Seller has obtained a notice of withholding (the “City Notice”, and together with the State Notice and County Notice, collectively, the “Withholding Notices”) from the City of Chicago Department of Revenue (“City”, and together with the State and County, collectively, the “Departments”) under the provisions of Section 3-4-140 of the City of Chicago Municipal Code (together with all FF&Eapplicable codes and regulations pertaining thereto, the “City Code”) and, if available, the City's form of full release (the "City Release", and together with the State Release and County Release, collectively, the “Bulk Sales Releases”) of claims from the City stating that all taxes, interest, penalties or nontax debts owed by Seller effective for all periods prior to the Closing Date have been paid in full. If the City Release is not available, Seller may, at its option (in its sole and absolute discretion), in satisfaction of this condition, hold back in escrow with Escrow Holder the amount to be withheld as disclosed in the City Notice until Seller receives the City Release, at which time the Escrow Holder shall be authorized to pay to Seller the entire amount, if any, withheld. (iv) Notwithstanding anything stated to the contrary in Section 7.1(h): (1) If, on or before the Closing Date, (including without limitation a) Seller has received responses from the Computer Departments as contemplated above (whether a Bulk Sales Release or Withholding Notice), and Security Equipment(b) there exists one or more Withholding Notices disclosing amounts to withheld (the “Required Withholding Amount”) not exceeding Fifty Thousand Dollars ($50,000.00) in the aggregate, as specifically then Seller, in satisfaction of the applicable condition set forth in Schedule IISections 7.1(h)(i), (ii) and/or (iii) above, shall hold back in escrow with Escrow Holder the Required Withholding Amount until Seller receives the applicable Bulk Sales Release, at which time Escrow Holder shall be authorized to pay to Seller the amount that was withheld subject to the receipt of the applicable Bulk Sales Release. (2) If the State Release has been obtained by Seller by the Closing Date, but the County Notice and/or City Notice has not yet been issued, then Seller, in satisfaction of the conditions set forth in Sections 7.1(h)(ii) and/or (iii) above, as applicable, shall indemnify, defend and hold Buyer harmless from any claims asserted by the County and/or City with respect to debts owed by Seller under the County Ordinance and/or City Code, as applicable, up to an amount not exceeding Fifty Thousand Dollars ($50,000.00) in the aggregate. (3) If the State Notice has been issued by the Closing Date which discloses a withholding amount (the “State Withholding Amount”) not exceeding Fifty Thousand Dollars ($50,000.00), but both the County Notice and City Notice have not yet been issued, then Seller, in satisfaction of the conditions set forth in Sections 7.1(h)(i), (ii) and (iii) above, shall hold back in escrow with Escrow Holder an amount equal to (not to exceed $50,000.00 in the aggregate) twice the amount of the State Withholding Amount, until Seller receives the applicable Bulk Sales Release, at which time the Escrow Holder shall be authorized to pay to Seller the amount that was withheld subject to the receipt of the applicable Bulk Sales Release, until all such amounts withheld in escrow have been disbursed. (4) For avoidance of doubt, notwithstanding anything stated to the contrary in this Section 7.1(h), in no event shall Seller’s indemnity and withholding obligations provided for under this Section 7.1(h) exceed Fifty Thousand Dollars ($50,000.00) in the aggregate, unless otherwise elected by Seller in its sole and absolute discretion. If, notwithstanding the nonsatisfaction of any such condition, the Close of Escrow occurs, there shall be no liability on the part of Seller for breaches of representations and warranties of which Buyer had actual knowledge (limited to the knowledge of Xxxxx Xxxxxxx) as of the Close of Escrow.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate buy the transactions contemplated hereby in connection with the Closing is Engine shall be subject to the satisfaction of, or waiver of by Buyer of, the following conditions: (ia) Seller shall have tendered delivery of the Engine (including, for the avoidance of doubt, the related records, logs, technical data and manuals) to Buyer at the Delivery Location; (b) Receipt by Buyer of the fully executed Warranty Xxxx of Sale following receipt by Seller of the Purchase Price; (c) The Engine shall be in the same condition as its condition as of the date of Buyer’s execution and delivery of the Technical Acceptance Certificate, ordinary wear and tear of storage excepted; (d) Each of the representations and warranties set forth in Section 22.a) of the Seller contained herein shall have been be true and correct on the date hereof and in all material respects as of the Closing Delivery (except to the extent expressly made as of that such representations and warranties relate solely to an earlier date, in which case they shall be true in all material respects as of such date as if made at and as of such earlier date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (iie) Seller Buyer shall have performed and complied received copies of all historical bills of sale with its covenants and agreements hereunder through respect to the Closing in all material respectsEngine back to the manufacturer; (iiif) Seller’s title in and Buyer shall have received copies of all non-incident/non-accident statements with respect to the Acquired Assets shall be good, valid and marketable and free Engine covering the entire period from the initial delivery of all liens and encumbrances; (iv) the Engine from the manufacturer to the extent that Seller becomes subject to a Chapter 11 Proceeding prior first owner or operator thereof to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Delivery Date; (vg) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been deliveredreceived an FAA8130 release certificate from the facility at which the Engine was kept immediately prior to the Delivery; (h) Buyer shall have received a copy of the maximum performance run parameters post-last flight, which should include the takeoff EGT margin rated at 7B22 power; (i) Buyer shall have received FAA and International Registry searches with respect to the Engine and shall otherwise be satisfied that the Engine is free and clear of any Liens; and (vij) Seller Buyer shall deliver be satisfied that the Leased Premises Delivery of the Engine at the Delivery Location shall not result in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)imposition of any Sales Tax.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions on or before the Closing Date: (ia) the The representations and warranties set forth in Section 22.a) Article 5 hereof and otherwise in this Agreement shall have been be true and correct on the date hereof in all material respects at and as of the Closing (Date as though then made, except to the extent expressly that any such representation or warranty made as of an earlier date, in which case as of such a specified date as if made at (other than the date hereof) shall only need to have been true on and as of such date), except where ; (b) Seller shall have performed in all material respects all of the failure of such representations covenants and warranties agreements required to be so true performed and correct has not had complied with by it under this Agreement prior to the Closing; (c) On the Closing Date, Seller shall have delivered to Buyer the following: (1) the Xxxx of Sale and would not such other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably be expected requested pursuant to have Article 4 hereof conveying and assigning the Acquired Assets; (2) to the extent in its possession, the Location Contracts listed in Schedule 1 to this Agreement; (3) a material adverse effect on certified copy of the condition resolutions of Acquired Assets as a whole or on the ability board of directors and sole shareholder of Seller to consummate authorizing the execution, delivery and performance of the Agreement and all documents, instruments and transactions contemplated herein; (ii4) Seller shall have performed and complied with its covenants and agreements hereunder through a certificate dated not more than fifteen (15) business days prior to the Closing from the Secretary of State of the State of Delaware to the effect that Seller is in good standing; (5) evidence of the release of all outstanding liens affecting the Acquired Assets, including but not limited to the lien of Cornell Capital, Inc. and any federal, state or local tax liens; (6) closing certificates pursuant to which the Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required by the terms hereof to be performed by the Seller on or before the Closing Date, to the extent not waived by the Buyer in writing, have been so performed in all material respects; (iii7) Seller’s title in and undertaking to protect the confidential proprietary information relating to the Acquired Assets shall be good, valid upon request of Buyer and marketable at Buyer’s sole cost and free expense (including the cost of all liens Seller’s personnel involved in such matter) and encumbranceswithout Seller incurring any expense in respect thereof; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form 8) all other documents and substance satisfactory to Buyer instruments as may be reasonably necessary and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller required to consummate the transactions contemplated hereinby this Agreement, including including, but not limited to assignment certificates as requested on a case by case basis. (d) Buyer shall have entered into an agreement with Coinmach, in form and substance reasonably satisfactory to Buyer; (e) Key Provider Obligations shall have been resolved to the assumption reasonable satisfaction of Buyer and assignment Seller. Key Provider Obligations shall mean the amounts that must be paid to CLEC and LEC service providers, TU LLC, Inc, and Coinmach, Intera, Inc. Markcom, Inc. and similar service providers, (and any other key service provider identified on Schedule 9.1(e)) in order for the provider to recognize the transfer of the Leases by Seller Telephones being transferred to Buyer, Buyer and (2) no order staying, reversing, modifying or amending to agree to continue to provide service to the Sale Order shall be in effect on Telephones after the Closing Date. To the extent that the amount of Key Provider Obligations can not be fixed prior to Closing, Seller shall promptly pay any outstanding Key Provider Obligations after Closing in accordance with the Transition Services Agreement and Exhibit E. (f) Buyer and Seller shall enter into a transition services agreement in a mutually acceptable form (the “Transition Services Agreement”); (vg) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) and Seller shall deliver enter into an Agency Agreement in a mutually acceptable form (the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II“Agency Agreement”).

Conditions to Buyer’s Obligations. Following Buyer’s exercise of the Option in accordance with the terms and conditions of Section 1.2 hereof, the Close of Escrow and Buyer’s obligation to consummate the transactions transaction contemplated hereby in connection with the Closing is by this Agreement are subject to the satisfaction or waiver of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions: (ia) the All of Seller’s representations and warranties set forth in Section 22.a) contained herein shall have been be true and correct on in all material respects as of the date hereof of this Agreement and as of the Closing (except Date, subject to the extent expressly any qualifications hereafter made to any of Seller’s representations as of an earlier date, provided for in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinSection 11.1 hereof; (iib) As of the Closing Date, Seller shall have performed its respective obligations hereunder and complied with its covenants and agreements hereunder through the Closing in all material respectsdeliveries to be made at Close of Escrow by Seller shall have been tendered; (iiic) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would materially and adversely affect Seller’s title in and ability to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesperform its respective obligations under this Agreement; (ivd) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the extent that Seller becomes subject consummation of the transaction contemplated hereby; and (e) Subject to a Chapter 11 Proceeding Section 4.4 above, no less than three (3) business days prior to the Closing Date, (1) the bankruptcy court Seller shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying delivered or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) caused to be delivered to Buyer Buyer, Tenant Estoppel Certificates complying with the provisions of Section 4.4 above, which Tenant Estoppel Certificates shall have been delivered; and (vi) Seller shall deliver be consistent with the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically information set forth in Schedule II)the Rent Rolls. If, notwithstanding the nonsatisfaction of any such condition, the Close of Escrow occurs, there shall be no liability on the part of Seller for breaches of representations and warranties of which Buyer had knowledge as of the Close of Escrow.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate purchase the transactions contemplated hereby in connection with Assets pursuant to this Agreement is conditioned upon the Closing is subject fulfillment, prior to satisfaction or waiver at the Closing, of the following conditions: (i) the All representations and warranties set forth in Section 22.a) shall have been of Seller contained herein continue to be true and correct on the date hereof and as of the Closing (except Date in all material respects, all covenants and obligations to be performed by Seller prior to the extent expressly made as of an earlier dateClosing have been performed in all material respects, and Seller has certified the foregoing to Buyer in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein;writing. (ii) Seller shall have performed None of any differences between the information shown in the Disclosure Schedules as of the Execution Date and complied with its covenants and agreements hereunder through the information shown in the Disclosure Schedules as of the Closing Date involves a breach of any representation or warranty made by Seller in all material respects;this Agreement as of the Execution Date or a violation of any of the covenants of Seller made in this Agreement and Buyer, in its sole discretion, finds any such differences to be acceptable. (iii) Seller’s title No action, suit, or other proceeding is pending before any Tribunal seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, seeking to obtain substantial damages in and to respect thereof, or involving a claim that consummation thereof would result in the Acquired Assets shall be good, valid and marketable and free violation of all liens and encumbrances;any Law. (iv) The Bankruptcy Court has entered the Procedure Order in accordance with Subparagraph 9(a), the Confirmation Order in accordance with Subparagraph 9(b), and the Procedure Order and the Confirmation Order have each become a Final Order. (v) On or before February 17, 2004, the Bankruptcy Court has entered the Confirmation Order which shall: (A) confirm, under Section 1129 of the Bankruptcy Code, the Amended Plan; (B) contain findings of fact and conclusions of law which are usual and customary for a transaction of this nature and as may otherwise be agreed by Buyer and Seller; (C) approve the Sale of the Assets to Buyer; (D) be a Final Order; (E) have been entered with sufficient and proper notice in accordance with the extent that Seller becomes subject to a Chapter 11 Proceeding prior to Federal Rules of Bankruptcy Procedure; (F) as of the Closing Date, be in full force and effect; and (1G) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all as of the terms and conditions hereofClosing Date, and not have been reversed, modified, amended or stayed. (Bvi) approving and authorizing Seller to consummate All consents of third parties necessary for the transactions contemplated hereinsale, including the assumption transfer and assignment of the Assets as contemplated by this Agreement have been obtained. (vii) Seller has either paid or listed on the Schedule of Assumed Liabilities all Cure Amounts owing under any of the Real Property Leases or Other Leases and Contracts or Permits included in the Assets as of the Closing Date that the Bankruptcy Court may order to be paid as a condition to Seller’s assignment of any Real Property Lease or Other Lease or Contract or Permit and Buyer’s assumption of such Real Property Lease or Other Lease or Contract or Permit as provided herein. (viii) Seller has delivered to the Buyer the certificate(s) representing all of the shares of capital stock, limited liability company interests or partnership interests of the Acquired Entities, accompanied by Seller to Buyerstock power(s) duly executed in blank, with all necessary stock and partnership interests transfer and other documentary stamps attached, and (2) no order stayingany other documents that are necessary to transfer to Buyer full ownership of the capital stock, reversinglimited liability company interests and partnership interests of the Acquired Entities free and clear of all Liens other than Permitted Liens, modifying or amending the Sale Order shall be in effect on the Closing Date;including any and all assignment and transfer documents as reasonably requested by Buyer. (vix) each delivery contemplated by Section 11(a) to be Seller has executed and delivered to Buyer a Bxxx of Sale. (x) Seller has executed and delivered to Buyer such other assignments, bills of sale, other instruments of assignment, transfer, and conveyance as may reasonably be requested by Buyer, including, but not limited to, the transfer and assignment of Intellectual Property or Web Sites (as defined hereinafter). (xi) Seller has delivered to Buyer such books, records, stock records, accounting work papers, keys, changed signature cards for bank accounts, lock and safe combinations, and other similar items as Buyer may require to obtain immediate and full occupation, control, and possession of the Assets. (xii) Buyer shall have been delivered; andreceived all Required Governmental Authorizations to conduct the Business in the ordinary course of business following the Closing in substantially the same manner as Seller did prior to the Closing. (vixiii) The Employment Agreements have been executed and delivered by their respective parties. (xiv) The trade payables and other liabilities of Seller and the Acquired Entities at Closing shall not exceed $1,450,000, excluding amounts owed to Bank of Texas and AmerisourceBergen Drug Corporation, and the cash balance of Seller and the Acquired Entities not including the Cash Reserve or the Deposit shall be at least $500,000 at Closing. (xv) Seller has extinguished or caused the extinguishment of all payables or other payment obligations between or among Seller, the Acquired Entities or any of their respective Affiliates. (xvi) The Administrative Expenses under Section 503(b)(2) of the Bankruptcy Laws shall deliver not exceed $100,000 above the Leased Premises amount of retainer held by professionals employed by the Park Bankruptcy Estate (as defined in vacant, broom clean condition the Plan) which shall be paid by Seller from the Deposit with all FF&E, (including without limitation any remaining amounts to become part of the Computer and Security Equipment, as specifically set forth in Schedule II)Cash Reserve.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate pay the transactions contemplated hereby in connection with Purchase Price, and to accept title to the Closing is Property, shall be subject to the satisfaction (or waiver by Buyer) of the following conditionsconditions precedent on and as of the Closing Date: (ia) Seller shall deliver to Buyer or Title Insurer on or before the representations and warranties Closing Date the items set forth in Section 22.a14; (b) Buyer shall receive from the Title Insurer an ALTA owner’s extended coverage title insurance policy (or a “marked up” Title Report that irrevocably and unconditionally commits the Title Insurer to issue the Title Policy) issued pursuant to the Title Report, in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring title in fee simple to the Real Property, insuring fee simple absolute estate in the Real Property, subject only to the Permitted Exceptions (the “Title Policy”). For avoidance of doubt, the Title Policy should not include, as an exception to title [***]; (c) The representations and warranties of Seller contained in this Agreement shall have been true in all material respects (materiality to be considered with respect to the transactions contemplated hereunder in the aggregate) when made and correct on shall be true in all material respects at and as of the date hereof Closing Date as if such representations and warranties were made at and as of the Closing (except to the extent expressly unless such representation or warranty is made on and as of an earlier a specific date, in which case as of such date as if made at it shall be true and correct in all material respects as of such date). Notwithstanding anything to the contrary set forth herein, except where in the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have event that a material adverse effect on breach of a representation or warranty by Seller has occurred and to the condition extent that Seller and Buyer agree that such breach is curable with the payment of Acquired Assets as monetary funds, Seller shall have the option (but not the obligation) to cure such misrepresentation or warranty by providing a whole or on credit in favor of Buyer to the ability of Seller to consummate the transactions contemplated hereinPurchase Price; (iid) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects;respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; and (iiie) Seller’s title in and to the Acquired Assets No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be good, valid and marketable and free in effect as of the Closing Date which restrains or prohibits the transfer of the Property. If all liens and encumbrances; (iv) to of the extent that Seller becomes subject to a Chapter 11 Proceeding above conditions have not been satisfied or waived in writing by Buyer on or prior to the Closing Date, (1) the bankruptcy court then Buyer shall have entered an orderthe right to terminate this Agreement, in a form and substance satisfactory and, upon such termination, the Exxxxxx Money shall be refunded to Buyer and neither Buyer nor Seller (shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein; provided, that, notwithstanding the “Sale Order”)foregoing, (A) approving this Agreement and all upon the occurrence of any of the terms events set forth in subsection (e) above, Buyer and conditions hereofSeller shall delay Closing for up to one-hundred-eighty (180) days and shall work in good faith to resolve such matter in a manner reasonably satisfactory to Seller and Buyer so that Closing may occur. In the event a resolution cannot be achieved during such time period, either Buyer or Seller may terminate this Agreement, in which event Buyer shall receive a refund of the Exxxxxx Money, and (B) approving and authorizing neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. If the failure of any condition precedent to consummate the transactions contemplated herein, including the assumption and assignment Buyer’s obligations set forth in this Section 10 arises as a result of the Leases a default by Seller to Buyerunder this Agreement, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and the remedies available to Buyer in Section 15 unless otherwise provided in this Agreement. Notwithstanding anything contained herein to the contrary, (vii) Seller shall deliver have the Leased Premises right to adjourn the Closing Date (x) for up to three (3) additional ten (10) Business Day periods in vacant, broom clean the event that Seller is unable to satisfy the closing condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)Section 10 hereof prior to the applicable Closing Date; provided that Seller exercises reasonable diligence in timely satisfying the closing conditions and advised Buyer of its efforts, progress and expected timing in achieving same. The occurrence of the Closing shall constitute conclusive evidence that Buyer has waived any conditions which are not satisfied as of the Closing.

Conditions to Buyer’s Obligations. Buyer’s BUYER will have no obligation to purchase the Property and consummate the transactions contemplated hereby in connection with the Closing is subject to satisfaction or waiver unless each of the following conditionsconditions precedent has been satisfied or waived by BUYER as of the Expected Closing Date: 1. Title Company shall issue or be unconditionally and irrevocably committed to issue to BUYER the Title Policy (as defined below); 2. SELLER and Escrow Holder, respectively, shall have performed all of their covenants and obligations set forth in this Agreement; 3. BUYER shall not have terminated this Agreement pursuant to the contingencies set forth in Paragraph 8; and If any of the conditions precedent in favor of BUYER set forth in Section 16(c)(i) are neither satisfied nor waived by BUYER by the Expected Closing Date, then, BUYER (at its option) may terminate this Agreement by giving a notice of termination to SELLER as and to the extent provided in Paragraph 10. In the case any such termination, (i) the representations and warranties set forth in Section 22.a) escrow shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier dateterminate, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall BUYER will have performed and complied with its covenants and agreements hereunder through no further obligation to purchase the Closing in all material respects; Property from Seller, (iii) Seller’s title in Seller will have no further obligation to sell the Property to BUYER, and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) the Parties will have no further obligation to one another, except as otherwise expressly provided herein. In the event of such a termination, the Deposit (exclusive of the Independent Consideration) shall be returned to BUYER. Notwithstanding anything to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an ordercontrary contained herein, in the event of a form and substance satisfactory to Buyer and Seller (failure of any condition precedent specified in this Paragraph 16(c)(i) that is caused by a default hereunder on the “Sale Order”)part of SELLER, (A) approving then in lieu of terminating this Agreement and all of the terms and conditions hereofescrow pursuant to this Paragraph, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order then BUYER shall be in effect on entitled to exercise its rights pursuant to the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule IIprovisions of Paragraph 22(c).

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with the Closing is subject to satisfaction or waiver of the following conditions: (a) (i) the Seller Fundamental Reps shall have been true and correct in all respects (except for immaterial defects) as of the date hereof and at and as of the Closing Date as though made on the Closing Date; and (ii) the representations and warranties of ODP and Seller set forth in Section 22.aArticle III (other than those referenced in clause (i) above) shall have been true and correct on in all respects as of the date hereof and at and as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of such representations and warranties relate to an earlier date, in which case as of such date as if made at representations and warranties shall be so true and correct on and as of such earlier date), except in the case of clause (ii), where the failure of such representations and warranties to be so true and correct has not had and (without giving effect to any materiality or similar qualifications contained therein) would not not, individually or in the aggregate, materially adversely affect or be reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on materially adversely affect the ability of Seller or its Affiliates to consummate the transactions contemplated hereinby this Agreement or the Related Agreements on a timely basis (excluding any effects or changes arising from or related to the breach of the Agreement by the Buyer or its Affiliates); (iib) the Seller shall have performed and complied with its covenants and other agreements hereunder through required to be performed by Seller at or prior to the Closing in all material respects; (iiic) Seller’s title in (i) all applicable waiting periods (and any extensions thereof) under the Antitrust Law shall have expired or otherwise been terminated (or the antitrust clearance shall have been received prior to such expiration or termination), and (ii) Buyer shall have received evidence of each of the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesforegoing reasonably satisfactory to it; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2d) no order staying, reversing, modifying or amending the Sale Order Decree shall be in effect on which prohibits consummation of any of the Closing Datetransactions contemplated by this Agreement or the Related Agreements; (ve) each delivery contemplated by Section 11(a2.4(a) to be delivered to Buyer shall have been delivered; and (vif) Seller Gigante’s Shareholders’ Approval shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)have been received.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with purchase of the Closing Acquired Assets and the assumption of the Assumed Liabilities is subject to satisfaction or waiver by Buyer of the following conditions: (a) (i) the The representations and warranties of Sellers set forth in Section 22.a3.1, Section 3.2, Section 3.4(a), Section 3.9 and Section 3.16 (the “Seller Fundamental Representations”) shall have been be true and correct on in all respects as of the date hereof and as of the Closing (except to the extent expressly made Date, as of an earlier date, in which case as of such date as if though made at and as of the Closing Date, except to the extent any such dateSeller Fundamental Representations expressly relate to an earlier time (in which case such Seller Fundamental Representations shall be true and correct in all respects at and as of such earlier time), and (ii) all representations and warranties of the Sellers in this Agreement (other than the Seller Fundamental Representations) shall be true and correct, without regard to any qualifications as to “material”, “materiality”, or “Material Adverse Effect” (or any correlative terms), as of the date hereof and as of the Closing Date, as though made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time (in which case such representations and warranties shall be true and correct at and as of such earlier time), except where the failure of such representations and warranties to be so true and correct has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iib) Seller Sellers shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsrespects with the obligations and covenants required by this Agreement to be performed or complied with by Sellers at or prior to the Closing; (iiic) Seller’s title in and Since the date of this Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or together with all other events, changes, occurrences or effects, has had, or would reasonably be expected to the Acquired Assets shall be goodhave, valid and marketable and free of all liens and encumbrancesa Material Adverse Effect; (ivd) to the extent that Seller becomes subject to Buyer shall have received a Chapter 11 Proceeding prior to certificate, dated as of the Closing DateDate and executed by an executive officer authorized to sign on behalf of the Sellers, stating that the conditions specified in Section 7.1(a), Section 7.1(b), and Section 7.1(c) have been satisfied; (1e) the bankruptcy court The Bankruptcy Court shall have entered an order, in a form the Sale Order and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vf) each Any waiting period applicable to the consummation of the transaction contemplated by this Agreement under the HSR Act shall have expired or been terminated [and all other regulatory approvals required to be obtained prior to the Closing in order to consummate the transactions contemplated by this Agreement15 shall have been obtained or any applicable waiting period shall have expired or been terminated]; (g) No material Decree shall be in effect that prohibits consummation of the transactions contemplated by this Agreement; and (h) Each delivery contemplated by Section 11(a2.5(b) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate make the transactions deliveries required of Buyer at the Closing, and to otherwise close the transaction contemplated hereby in connection with the Closing is herein, shall be subject to the satisfaction or waiver by Buyer of each of the following conditions: (i) the representations and warranties set forth in Section 22.a) 4.2.1 Sellers shall have been true substantially performed or tendered performance of each and correct every covenant on Sellers’ part to be performed which, by its terms, is capable of performance before the date hereof and as of the Closing (except Closing. 4.2.2 Other than with respect to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties of the Sellers that cease to be so effective in accordance with Section 10.26, all representations and warranties of Sellers contained herein shall continue to be true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through at the Closing in all material respects;. (iii) Seller’s title 4.2.3 Sellers shall have executed and be prepared to deliver to Buyer the Assignment of Contracts; the Xxxx of Sale; and the Assignment of Intangible Property. 4.2.4 Sellers shall have delivered, or shall be prepared to deliver to Buyer at the Closing, all other documents required of Sellers to be delivered at the Closing. 4.2.5 No action, suit or other proceedings shall be pending before any court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation of the transactions contemplated by this Agreement would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. 4.2.6 The Bankruptcy Court shall have entered the Procedures Order and the Approval Order in accordance with Section 8.1.1 below, which orders shall be reasonably satisfactory in form and substance to the Acquired Assets Buyer and neither Order shall be good, valid and marketable and free have been stayed as of all liens and encumbrances;the Closing Date. (iv) 4.2.7 On or before 5 business days prior to the extent that Seller becomes subject date when bids are due (as contemplated in the Procedures Motion), the Buyer and Sellers shall have mutually agreed upon the form and content of the Transition Agreement. 4.2.8 On or before the Supply Agreement Date, the Buyer and Sellers shall have mutually agreed upon the form and content of the Supply Agreement. 4.2.9 On or before the Procedures Entry Date, Buyer shall have approved, in Buyer’s sole and absolute discretion, its due diligence investigations and inspections of the Property; provided, however, in no event shall Buyer have the right to a Chapter 11 Proceeding prior disapprove this condition or otherwise refuse to proceed with the transaction contemplated herein solely by reason of Buyer’s inability to obtain financing for its acquisition of the Property; provided, however, notwithstanding anything to the contrary herein, this condition shall conclusively be deemed waived unless Buyer delivers written notice to Sellers disapproving this condition on or before the Procedures Entry Date. 4.2.10 From the Execution Date to the Closing Date, (1) the bankruptcy court Sellers shall have entered an orderoperated the Business in the ordinary course consistent with the manner in which the Business has been operated since the filing of the Bankruptcy Case taking into account in all events the limitations imposed by bankruptcy law on the conduct and activities of those of the Debtor Sellers. 4.2.11 On or before 5 days prior to the date when bids are due (as contemplated in the Procedures Motion), in a Buyer and Sellers shall have mutually agreed upon the form and substance satisfactory content of Exhibits “A-1,” “A-2,”“B,” “C,”“D” and “E”and the various Schedules to be attached to this Agreement. 4.2.12 There shall have not occurred since the Execution Date any event, change, condition or matter that individually or in the aggregate results in or could reasonably be expected to result in, and the Sellers shall have no actual knowledge of, a planned or actual decrease by either Wal-Mart or Target that would result in more than 10% of the combined number of SKUs purchased or ordered by such customers as set forth on Exhibit “4.2.12” attached hereto and incorporated by reference. 4.2.13 The Closing Statement is provided to Buyer in accordance with Section 2.5.1 above and Seller (evidences that the “Sale Order”), (A) approving this Agreement and all sum of the terms Eligible Accounts Receivable and conditions hereof, Eligible Inventory is not less than $15,000,001. 4.2.14 The Sellers shall have incurred not less than $1.4 million to satisfy air freight charges for the shipment of product used in the Business and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered shipped to Wal-Mart and Target and Buyer shall have been delivered; andreceived evidence reasonably satisfactory to it of such incurrence. (vi) Seller 4.2.15 Since the Execution Date, the Sellers shall deliver have not disposed of any excess and obsolete inventory, or a material amount of any other inventory, for below the Leased Premises Sellers’ cost therefor. 4.2.16 On or before the Procedures Entry Date, Sellers and Buyer shall have agreed in vacant, broom clean condition with all FF&E, (including without limitation writing upon the Computer form and Security Equipment, as specifically set forth in Schedule II)content of the Inventory Plan.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate pay the transactions contemplated hereby in connection with Purchase Price, accept title to the Property and proceed to Closing is on the terms and conditions of this Agreement shall be subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct conditions precedent on the date hereof and as of the Closing Date: (except a) Seller shall deliver to Buyer on or before the extent expressly Closing Date the documents set forth in Section 10 above; (b) Each of the representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of an earlier date, in which case as of such date the Closing Date as if such representations and warranties were made at and as of such date)the Closing, except where the failure of such representations and warranties Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be so true performed or complied with by Seller prior to or at the Closing; (c) Buyer shall receive from the Title Insurer a current ALTA owner’s title insurance policy, or irrevocable and correct has unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, no earlier than the date of the Closing, insuring, or committing to insure, at its ordinary premium rates, Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions (the “Title Policy”); (d) On or before the date that is ten (10) days prior to the expiration of the Examination Period, Seller shall have delivered to Buyer estoppel certificates in the form provided by Buyer (and reasonably acceptable to Seller) from any parties to declarations or reciprocal and/or operating easement agreements affecting the Property (collectively, the “Estoppels”). The Estoppels shall not had and show any default by Seller or any information that would not be reasonably be expected to have a material adverse effect on the condition ownership, use, occupancy or maintenance of Acquired Assets as a whole the Property; (e) From the Effective Date until Closing, no material adverse change shall have occurred with respect to the Property or on the Tenant; and (i) The ability of Seller the Title Insurer to consummate the Closing of the transactions contemplated herein; by this Agreement on the Closing Date; (ii) the availability of the applicable governmental or regulatory offices to record the Closing Documents (as applicable); (iii) the availability of national banking institutions to process wires from Buyer or Buyer’s lender to fund the Purchase Price; and (iv) no other condition existing as a result of a pandemic that prevents the Closing from occurring; provided, however, in the event this condition to Closing is not satisfied, (A) Buyer shall have the right, in its sole discretion, to extend the Closing Date, upon written notice to Seller, one or more times, from time to time, up to a maximum extension by Buyer pursuant to this Section 13(f) of sixty (60) days; and (B) Seller shall have performed and complied with the right, in its covenants and agreements hereunder through sole discretion, to extend the Closing in all material respects; Date, upon written notice to Buyer, one or more times, from time to time, up to a maximum extension by Seller pursuant to this Section 13(f) of fifteen (iii15) days. Buyer’s and Seller’s title in and extension rights pursuant to the Acquired Assets preceding sentence shall be goodconcurrent, valid and marketable and free of all liens and encumbrances; (iv) not consecutive, such that the maximum overall extension pursuant to the extent that Seller becomes subject preceding sentence shall be sixty (60) days (not seventy-five (75) days). Buyer may at any time or times, at its election, waive any of the conditions to its obligations under this Agreement but any such waiver shall be effective only if contained in a Chapter 11 Proceeding writing signed by Buyer. If all of the above conditions have not been satisfied, or waived in writing by Buyer, on or prior to the Closing Date, (1) the bankruptcy court then Buyer shall have entered an orderthe right to terminate this Agreement in its entirety, in a form and substance satisfactory upon such termination the Xxxxxxx Money shall be refunded to Buyer and thereafter neither Buyer nor Seller (shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. If the “Sale Order”), (A) approving this Agreement and all failure of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller any condition precedent to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically ’s obligations set forth in Schedule IIthis Section 13 arises as a result of a default by Seller under this Agreement, Buyer shall also have the remedies available to Buyer in Section 9(b).

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions (or written waiver of such condition) on or before the Closing Date: (ia) the The representations and warranties set forth in Section 22.a) shall have been Article IV hereof will be true and correct on the date hereof in all material respects at and as of the Closing Date; (except b) Seller will have performed and complied with all of the covenants and agreements required to be performed by Seller under this Agreement prior to the extent expressly made as of an earlier dateClosing; (c) There will have been no material adverse change in the Business since December 31, in 2001; (d) All third party consents, which case as of such date as if made at consents shall include those consents for Seller's Bank Group and as of such datefor the Leases described on Schedule 1.1(f), except where that are required for the failure consummation of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinhereby will have been obtained on terms reasonably satisfactory to Buyer; (e) All governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated will have been duly made and obtained on terms reasonably satisfactory to Buyer; (f) No action or proceeding before any court or government body will be pending or threatened wherein an unfavorable judgment, decree, injunction or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby; (g) Buyer and Seller shall have each entered into the "Business Services Agreement" in the form set forth attached as Exhibit C and such agreement shall be in full force and effect and shall not have been amended or modified; (h) Buyer and Seller shall have each entered into the "Outsource Agreement" in the form set forth attached as Exhibit D and such agreement shall be in full force and effect and shall not have been amended or modified; (i) Buyer shall have received the consents, which consents shall include those set forth on Schedule 4.4, of the lessors to the leases identified on Schedule 1.1(f); (j) On or prior to the Closing date, Seller will have delivered to Buyer all of the following: (i) A certificate from Seller in the form set forth in attached Exhibit E, dated the Closing Date, stating that the preconditions specified in Sections 2.1(a)-(i) above, inclusive, have been satisfied; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free Copies of all liens third party and encumbrances; (iv) to governmental consents, approvals and filings required in connection with the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all consummation of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including those described on Schedule 4.4; (iii) Warranty Xxxx of Sale, in the assumption and assignment form of attached Exhibit F, transferring the Assets, other than the Real Estate, to Buyer; (iv) Assignment, in the form of attached Exhibit G, assigning all of the Leases by Seller assumed contracts and leases to Buyer; (v) Warranty Deed, in the form of attached Exhibit H, transferring the Real Estate to Buyer; (vi) A good standing certificate of Seller, from both the State of Ohio and the State of Delaware, dated as of a date within seven (27) no order staying, reversing, modifying or amending the Sale Order shall be in effect on days prior to the Closing Date; (vvii) each The release and discharge of any and all liens on the Assets, including the delivery of the necessary UCC financing statement terminations; (viii) Copies of all resolutions of the board of directors of Seller authorizing the execution and delivery of this Agreement, the other transaction documents and the consummation of the transactions contemplated hereby and thereby by Section 11(aSeller, certified by the Secretary of Seller; (ix) A certificate as to be delivered the incumbency of the person(s) executing this Agreement and the other transaction documents on behalf of Seller; (x) Assignment of any EPA Registrations and permits relating to Buyer shall have been deliveredthe Facility; and (vixi) Such other documents or instruments as Buyer reasonably requests to effect the transactions contemplated hereby; (k) At the Closing, Seller shall deliver to Buyer, Seller's determination of its Closing Working Capital, which shall equal (1) its Closing Receivables Balance plus (2) the Leased Premises in vacantaggregate amount of its Closing Inventory minus the Assumed Payables Closing Balance. The Closing Receivables Balance, broom clean condition with all FF&Ethe Closing Inventory and Assumed Payables Closing Balance shall mean the Receivables Balance, (including without limitation the Computer Inventory, and Security Equipmentthe Assumed Payables determined as of the close of business on the Effective Date, respectively, and shall be determined by Seller based upon its books and records, as specifically of the close of business on the Effective Date. Inventory will be valued at standard costs on a basis consistent with historical practice. The final Inventory for the purpose of this Agreement shall be based upon the actual physical inventory count conducted by Seller and Buyer, or their respective representatives, as of the close of business on the Effective Date. An inventory obsolescence reserve shall be established for all inventory items that are included in the physical count but have not been used for over six months and for inventory items that are included in the physical count that do not relate to parts currently in production or parts that will be produced in the month after the Effective Date; provided, however, that Seller shall retain ownership for any Inventory not paid for by Buyer. (l) Buyer shall have obtained financing for this transaction in the amount and on terms reasonably acceptable to Buyer. All proceedings to be taken by Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by Seller to effect the transactions contemplated hereby shall be reasonably requested by Buyer at least two (2) days prior to the Closing Date and will be satisfactory in form and substance to Buyer. Any condition specified in this Section 2.1 may be waived by Buyer, provided that no such waiver will be effective unless it is set forth in Schedule II)a writing executed by Buyer.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to the satisfaction or waiver of the following conditionsconditions as of the Closing Date: (ia) Each of the representations and warranties set forth of Seller, the Company and EHO contained in Section 22.aArticles 3 and 4 (i) shall have been that is qualified as to or by Material Adverse Effect will be true and correct on the date hereof and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case as of such date earlier date)) and (ii) that is not qualified as to or by Material Adverse Effect will be true and correct as of the Closing Date as if made at and anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where the any failure of any such representations representation and warranties warranty referred to in this clause (ii) to be so true and correct has not had and would not reasonably have a Material Adverse Effect. Buyer hereby acknowledges and agrees that the condition to Buyer’s obligation set forth in this Section 2.02(a) shall be deemed to be satisfied with respect to any Interim Breaches if the aggregate amount of Interim Breach Losses does not exceed $2,000,000 (exclusive of all fees and costs of legal or other advisors expected to be incurred by Buyer in connection with such Interim Breaches). (b) The Company, EHO and Seller will have performed, in all material respects, all of the covenants and agreements under this Agreement that are required to be performed by them at or prior to the Closing, including completion of the Reorganization. (c) Seller will have delivered to Buyer a material adverse effect on duly executed assignment of the condition Interests, together with the original EHO Membership Interest Certificate, and AHC Holdco will have delivered to Buyer a duly executed assignment of the Units, in each case in form reasonably acceptable to Buyer. (d) The Company, EHO and Seller will have delivered to Buyer a certificate, dated as of the Closing Date, stating that (i) the conditions specified in subsections (a) and (b) above as they relate to the Company, EHO or Seller, as applicable, have been satisfied, and (ii) the Reorganization has been consummated, to which are attached copies of (v) the resolutions of the board of directors and Seller, as the sole shareholder of AHC Holdco, authorizing the sale by AHC Holdco of the Units, (w) the resolutions of the sole member and the manager(s) of each of the Company and EHO approving this Agreement and the Transactions and terminating the deferred compensation plans of the Acquired Assets Companies effective immediately prior to the Closing, (x) the organizational documents of each of the Company, EHO, and AHC Holdco, (y) certificates of good standing issued by the Secretary of State of the Commonwealth of Massachusetts as of a whole or on recent date for each of the ability Company, EHO and AHC Holdco, and (z) all of the documents comprising the Reorganization (the “Reorganization Documents”), including a certificate of the Conversion issued by the Secretary of State of the Commonwealth of Massachusetts and the cancelled stock certificates in the names of Seller and Xxxxxx Xxxxxxxx, evidencing their prior ownership of the Shares, as applicable, in each case certified as accurate and complete as of the Closing Date. (e) The Company will have obtained the Acquired Company Third Party Consents. (f) Seller will have delivered to consummate Buyer a certification, dated as of the Closing Date, certifying any facts that would exempt the transactions contemplated herein;hereunder from withholding under Section 1445 of the Code. (iig) The Acquired Companies will have delivered to Buyer the written resignations of all directors and officers of the Acquired Companies in office immediately prior to the Closing. (h) The Escrow Agreement shall have been executed by Seller and the Escrow Agent. (i) Seller shall have performed delivered to Buyer the lease agreements in the forms of Exhibits B-1 and complied with B-2 (collectively, the “Lease Agreements”), as applicable, for the Affiliated Real Property, duly executed and delivered by the Company, as tenant, and Seller or its covenants and agreements hereunder through the Closing in all material respects;Affiliate, as applicable, as landlord. (iiij) As of the Closing, each of the employment term sheet, dated as of the date hereof, by and between the Company and Seller’s title , and the Executive Protective Covenant Agreement, dated as of the date hereof, between Amedisys and Seller, attached hereto as Exhibits C-1 and C-2, respectively (collectively, the “Employment Documents”), shall be in full force and effect, unless any such failure of the Employment Documents to be in full force and effect is due to the Acquired Assets shall be good, valid and marketable and free actions or omissions of all liens and encumbrances;Buyer or Amedisys. (ivk) Seller shall have delivered to Buyer a confirmation signed by his present spouse (and any prior spouse) that she has no interest in or claim to the extent Units, the Interests, the Shares or the sale proceeds thereof, in form and content reasonably acceptable to the Buyer Company. (l) Seller shall have delivered to Buyer documentation, in form and content reasonably acceptable to Buyer, evidencing that that the Acquired Companies have been irrevocably released and discharged from any and all outstanding guarantees and other obligations and liabilities relating to the Indebtedness of Seller becomes subject and his Affiliates, along with documentation, in form and content reasonably acceptable to a Chapter 11 Proceeding Buyer, evidencing that any and all Liens on the assets of the Acquired Companies relating to such guarantees, obligations and liabilities have been terminated. (m) The Company shall have delivered to Buyer documentation, in form and content reasonably acceptable to Buyer, evidencing that all loans referenced on Section 4.17 of the Disclosure Schedule have been or will be repaid in full at or prior to the Closing Date, Closing. (1n) the bankruptcy court The Company shall have entered an order, in a form and substance satisfactory delivered to Buyer a copy of a CD or DVD-ROM containing a true, correct and Seller (the “Sale Order”), (A) approving this Agreement and all complete copy of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate electronic data room created in connection with the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II)this Agreement.

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with purchase of the Closing Acquired Assets and the assumption of the Assumed Liabilities is subject to satisfaction or waiver by Buyer of the following conditions: (i) the The representations and warranties of Sellers set forth in Section 22.a3.1, Section 3.2, Section 3.4(a) and Section 3.9 (the “Seller Fundamental Representations”) shall have been be true and correct on in all respects as of the date hereof and as of the Closing (except to the extent expressly made Date, as of an earlier date, in which case as of such date as if though made at and as of the Closing Date, except to the extent any such dateSeller Fundamental Representations expressly relate to an earlier time (in which case such Seller Fundamental Representations shall be true and correct in all respects at and as of such earlier time), and (ii) all representations and warranties of the Sellers in this Agreement (other than the Seller Fundamental Representations) shall be true and correct, without regard to any qualifications as to “material”, “materiality”, or “Material Adverse Effect” (or any correlative terms), as of the date hereof and as of the Closing Date, as though made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time (in which case such representations and warranties shall be true and correct at and as of such earlier time), except where the failure of such representations and warranties to be so true and correct has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (iib) Seller Sellers shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respectsrespects with the obligations and covenants required by this Agreement to be performed or complied with by Sellers at or prior to the Closing; (iiic) Seller’s title Buyer shall have received a certificate, dated as of the Closing Date and executed by an executive officer authorized to sign on behalf of the Sellers, stating that the conditions specified in Section 7.1(a), and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesSection 7.1(b) have been satisfied; (ivd) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court The Bankruptcy Court shall have entered an order, in a form the Sale Order and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (ve) each No material Decree shall be in effect that prohibits consummation of the transactions contemplated by this Agreement; and (f) Each delivery contemplated by Section 11(a2.5(b) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of Buyer to consummate the transactions contemplated hereby in connection with under this Agreement and the Closing is other Transaction Agreements are subject to satisfaction the fulfillment and satisfaction, prior to or waiver at the time of the Closing, of each of the following conditionsconditions precedent (the “Buyer Conditions”), any one or more of which may be waived, in part or in full, by Buyer in writing: (i) the 8.2.1 The representations and warranties set forth of each Seller contained in Section 22.athis Agreement (and in any other Transaction Agreement delivered by any Seller pursuant hereto) shall have been true be true, correct, and correct complete in all material respects on the date hereof and as of the Closing and each Seller shall have executed and delivered to Buyer a certificate as of the Closing to the effect set forth in this Section 8.2.1. 8.2.2 All of the terms, covenants, agreements and obligations of this Agreement to be complied with, performed, or satisfied by any Seller on or before the Closing Date shall have been duly complied with, performed, or satisfied in all material respects on or before such date and each Seller shall have executed and delivered to Buyer a certificate as of the Closing to such effect. 8.2.3 Any lenders to Sellers who are required to approve or consent to the sale of the Assets to Buyer pursuant to this Agreement shall have delivered an approval or consent, including assurance that Buyer will not be liable for any claims such lenders may have against Sellers or the Assets, in form and substance reasonably acceptable to Buyer. 8.2.4 On or prior to the Closing, Sellers shall have delivered or made available to Buyer the following: (except a) the Pharmacy Records. (b) evidence satisfactory to Buyer that any Encumbrances other than Permitted Encumbrances on the Assets have been released and discharged, including UCC-3 termination statements; (c) a certificate of each Seller’s secretary (or comparable officer), setting forth certified copies of the articles of organization, certificate of formation, certificate of incorporation, operating agreement, or limited liability company agreement, each to the extent expressly made applicable and as of an earlier datein effect immediately prior to the Closing, in which case as and resolutions of such date Seller’s managers, directors, stockholders, or members, as if made at applicable and as required, authorizing the execution, delivery, and performance of such date), except where this Agreement and the failure other documents contemplated hereby and the consummation of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinhereby and thereby, and certifying that (i) such articles of organization, certificate of formation, certificate of incorporation, operating agreement, or limited liability company agreement, each as applicable, and such resolutions have not been amended or rescinded and are in full force and effect and (ii) such Seller’s authorized officer or manager executing this Agreement and other documents delivered pursuant to this Agreement is an incumbent officer or manager and the specimen signature on the certificate is that authorized officer’s or manager’s genuine signature; (iid) Seller shall have performed and complied with its covenants and agreements hereunder through a good standing certificate from the Closing in all material respectsjurisdiction of each Seller’s respective formation or incorporation each dated as of a date reasonably close to the Closing; (iiie) Seller’s title an unconditional consent to assignment of the Lease to Buyer from the landlord set forth in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrancesLease; (ivf) a Bxxx of Sale duly executed by each Seller in the form attached hereto as Exhibit A; (g) a Power of Attorney duly executed by TAG in the form attached hereto as Exhibit B; (h) duly executed counterparts to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing other Transaction Agreements to which each Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been deliveredis a party; and (vii) Seller shall deliver such other bills of sale, assignments, certificates of title and other documents of transfer as may be reasonably requested by Buyer in order to convey to Buyer good and marketable title to all of the Leased Premises Assets, free and clear of all Encumbrances other than Permitted Encumbrances, and in vacant, broom clean condition with all FF&E, (including without limitation order to carry out the Computer intentions and Security Equipment, as specifically set forth in Schedule II)purposes of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby.

Conditions to Buyer’s Obligations. Buyer’s The obligation of Buyer to consummate the transactions contemplated hereby in connection with the Closing by this Agreement is subject to satisfaction the satisfaction, or waiver by Buyer, of each of the following conditionsadditional conditions as of immediately prior to the Closing: (ia) the representations and warranties set forth in Section 22.aThe Seller Fundamental Representations (each interpreted without giving effect to any limitation or qualification as to materiality or Material Adverse Effect) shall have been be true and correct on the date hereof and in all material respects as of the Closing Date as if made on and as of such date (except to the extent any such representation or warranty expressly made as of relates to an earlier date, date (in which case as of such date earlier date)), (b) the representation contained in Section 3I(i) shall be true and correct in all respects as of the Closing Date, and (c) the other representations and warranties of Seller contained in Article 3 (each interpreted without giving effect to any limitation or qualification as to materiality or Material Adverse Effect) shall be true and correct in all respects as of the Closing Date as if made at on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), except where in the case of this clause (c) for any failure of such representations and or warranties to be so true and correct as has not had and would not reasonably be expected to have have, individually or in the aggregate with all such other failures, a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated hereinMaterial Adverse Effect; (ii) Seller shall have performed and complied with its Each of the covenants and agreements hereunder through of Seller to be performed as of or prior to the Closing shall have been performed in all material respects; (iii) Seller’s title in and to Since the Acquired Assets date of this Agreement, there shall be good, valid and marketable and free of all liens and encumbrancesnot have occurred a Material Adverse Effect; (iv) Seller shall have delivered to Buyer a certificate in the extent that Seller becomes subject to a Chapter 11 Proceeding prior to form of Exhibit F attached hereto dated as of the Closing Date, (1) Date and signed by a senior executive officer of Seller on behalf of Seller confirming the bankruptcy court shall have entered an order, foregoing matters in a form and substance satisfactory to Buyer and Seller (the “Sale Order”Section 2B(i), (ASection 2B(ii) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing DateSection 2B(iii); (v) Seller shall have delivered to Buyer each delivery contemplated by Section 11(a) of the certificates and other documents required to be delivered pursuant to Buyer shall have been deliveredSection 1D(ii); and (vi) Seller shall deliver have accepted the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation Offer within the Computer and Security Equipment, as specifically set forth in Schedule II)Offer Period.

Conditions to Buyer’s Obligations. Buyer’s obligation The obligations of Buyer to consummate the transactions transaction contemplated hereby by this Agreement are, in connection with addition to the Closing is other terms and conditions of this Agreement, subject to satisfaction or waiver of the following conditions:(any one or more of which may be waived in whole or in part by Buyer at its discretion): (ia) the The representations and warranties set forth made by Seller in Section 22.a) shall have been this Agreement being true and correct in all material respects on the date hereof and as of the Closing (except to Date with the extent expressly made same force and effect as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of though such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition been made as of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller shall deliver a certificate to such effect at Closing; (the “Sale Order”), (Ab) approving Seller having performed in all material respects all covenants and obligations in all material respects required by this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases be performed by Seller on or prior to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (vc) each delivery contemplated Receipt by Section 11(aBuyer prior to or on the Closing of the Tenant Estoppel Certificate dated within thirty (30) days of the Closing Date from the Tenant; (d) The Title Company is prepared to be delivered to Buyer issue the Title Policy (as hereinafter defined); (e) Seller shall have been deliveredobtained and delivered at or prior to the Closing a certificate from TDC dated within thirty (30) days of the Closing indicating that (i) no fees or assessments levied pursuant to the covenants, conditions and restrictions encumbering such industrial park (“CCRs”) are unpaid, (ii) the Property is subject to no special assessments, charges or liens, and (iii) the Property and the Easement Property, as improved and the present use and operation thereof are in compliance with the requirements of the CCRs (the “TDC Estoppel”); and (vif) Seller shall deliver have obtained and delivered at or prior to the Leased Premises Closing a certificate from TDC dated within thirty (30) days of the Closing indicating that any right of first refusal or first offer under the covenants, conditions and restrictions encumbering the Xxxxx Xxxxxxxx Industrial Park with respect to the sale of the Property has been waived (the “TDC Waiver”), and (g) Seller shall have obtained and delivered at or prior to the Closing a letter agreement from Tenant in vacant, broom clean condition with all FF&E, the form attached hereto as Schedule 7.2(g) (including without limitation the Computer and Security Equipment, as specifically “Xxxxxxxx’x Letter”). If any of the conditions set forth in Schedule IISection 7.2(c), (d) and (e) are not satisfied or waived by Buyer by the Closing Date, Buyer may elect to terminate this Agreement, in which event the Escrowed Amount shall be returned to Buyer and this Agreement shall be deemed null and void. If any of the conditions set forth in Section 7.2(a) and (b) are not satisfied or waived by Buyer by the Closing Date, then Buyer shall have the rights and remedies under Section 11.1.