Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. a. The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.

Conditions to Closing. a. 10.1 The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement herewith shall be subject to the satisfaction (or valid waiver by waiver) at the Issuer Effective Time of each of the additional conditions thatfollowing conditions: (a) Pentech shall have received a Fairness Opinion; (b) the Stockholder Approval shall have been obtained and be in effect; (c) the waiting period under the HSR Act shall have expired or been terminated; (d) no Order or Law shall be in effect which (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and makes illegal or prohibits consummation of the Closing Merger or (ii) would have a Material Adverse Effect, and no Proceeding which could result in the enactment or adoption of any such Law or the issuance of any such Order shall constitute a reaffirmation be pending; (e) except for the filing of the Certificate of Merger, each Consent of, or Notice to, any Governmental Authority required for the consummation of the Merger and for the surviving corporation to conduct the Business, including without limitation any Order or other action by the Investor NJDEPE under ECRA, shall have been obtained or given; and (f) the Services Agreements shall have been executed and delivered by the respective parties thereto. 10.2 The obligation of JAKKS and Newco to consummate the Merger in accordance herewith shall also be subject to the satisfaction (or waiver) at the Effective Time of each of the following conditions: (a) each of the representations and warranties made by Pentech herein that is qualified as to Material Adverse Effect shall be true, and each of the Investor contained representations and warranties made by Pentech herein that is not so qualified shall be true in this Agreement all material respects, at and as of the Closing DateEffective Time; (b) Pentech shall have, in all material respects, performed and complied with all obligations and conditions to be performed or complied with by it hereunder; (c) since the date of this Agreement, no event shall have occurred and no circumstances shall have existed which has had or would have a Material Adverse Effect; (d) each holder of an Option that does not by its terms or pursuant to the Option Plan under which it is granted terminate at the Effective Time shall have executed and delivered to JAKKS an agreement terminating such Option at the Effective Time; (e) JAKKS shall have received environmental audit report(s) from environmental engineering or consulting firm(s) reasonably satisfactory to JAKKS and Pentech (i) confirming that there is no material likelihood that the aggregate cost of environmental site remediation or clean-up at any Real Property or other facility or site (including without limitation for the treatment, storage or disposal of Hazardous Materials and underground storage tanks) listed on Schedule 7.17 or Schedule 7.18 located in the State of New Jersey would exceed $75,000, and (ii) the Investor not indicating that there is any other material environmental liability associated with any such Real Property or other facility or site; (f) JAKKS shall have performedreceived an opinion of Grotta, satisfied Xxxxxxxx & Xxxxxxx, P.A., in form and substance reasonably satisfactory to JAKKS, to the effect that Pentech has complied in all material respects with applicable Laws relating to ERISA, labor and employment matters and confirming in substance Pentech's representations and warranties in Sections 7.20, 7.21 and 7.22; and (g) Pentech and the Subsidiaries shall execute and/or deliver at the Closing all covenantsthe documents so to be executed and/or delivered by them and take all other actions at the Closing required to be taken by them pursuant to Article 11. 10.3 The obligation of Pentech to consummate the Merger in accordance herewith shall also be subject to the satisfaction (or waiver) prior to or at the Closing of each of the following conditions: (a) each of the representations and warranties made by JAKKS herein shall be true in all material respects at and as of the Effective Time; (b) JAKKS shall have, agreements in all material respects, performed and complied with all obligations and conditions required by this Agreement to be performed, satisfied performed or complied with by it at hereunder; (c) JAKKS shall have obtained the Consent of Bank of America, N.A., as required under Pentech's current credit facility or prior to the Closingshall have satisfied and discharged all outstanding monetary obligations under such facility; and (iiid) the Issuer JAKKS and Newco shall have received, execute and/or deliver at the Closing, subscriptions for Closing all the purchase of Securities documents so to be executed and/or delivered by Xxxx Xxxxxxx Xxxxxx in an amount equal them and take all other actions at the Closing required to or greater than $4,500,000, and the purchase price related be taken by them pursuant to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingArticle 11.

Conditions to Closing. a. (a) The obligation of the parties hereto Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated under this Agreement on the Closing Date is subject to the condition that (i) fulfillment, as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) all Each of the representations and warranties of the Investor contained Seller in this Agreement are shall be true and correct in all material respects (other than as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties that are qualified expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all covenants, obligations and undertakings required by this Agreement to materialitybe performed or complied with on or prior to the Closing Date; (iii) The applicable waiting period, including any extension thereof, under the HSR Act shall have expired without action taken to prevent consummation of the transactions contemplated by this Agreement; (iv) No judgment, order or decree shall have been rendered which has the effect of enjoining the consummation of the transactions contemplated by this Agreement; and (b) The obligation of Seller to consummate the transactions contemplated under this Agreement is subject to the fulfillment, as of the Closing Date, of each of the following conditions: (i) Each of the representations and warranties of Purchaser in this Agreement shall be true and correct 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 relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects) at , on and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Datesuch earlier date); (ii) the Investor Purchaser shall have performed, satisfied performed and complied in all material respects with all covenants, agreements obligations and conditions undertakings required by this Agreement to be performed, satisfied performed or complied with by it at on or prior to the ClosingClosing Date; (iii) The applicable waiting period, including any extension thereof, under the HSR Act shall have expired without action taken to prevent consummation of the transactions contemplated by this Agreement; and (iiiiv) the Issuer shall have receivedNo judgment, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to order or greater than $4,500,000, and the purchase price related to such subscriptions decree shall have been received by rendered which has the Issuer at or prior to effect of enjoining the time consummation of the Closingtransactions contemplated by this Agreement.

Conditions to Closing. a. The obligation 5.1. Conditions to the Obligations of the parties hereto Company and the Investors. The obligations of the Company and the Investors to effect the Closing shall be subject to the following conditions: (a) receipt of all approvals and authorizations of, filings with, and notifications to, or expiration or termination of any applicable waiting period, under applicable Law required to consummate the saletransactions contemplated hereunder, purchase if any; (b) no provision of any applicable Law and issuance no judgment, injunction, order or decree shall prohibit the consummation of any of the Securities pursuant transactions contemplated at the Closing; (c) the Registration Statement shall have been declared effective by the SEC and shall continue to this Agreement be effective and no stop order shall have been entered by the SEC with respect thereto; (d) the shares of Common Stock to be issued in the Rights Offering shall be approved for listing on Nasdaq, subject to official notice of issuance; and (e) the Closing Date is Rights Offering shall have been consummated in accordance with the terms of and subject to the condition that conditions in Section ‎1.1(d). 5.2. Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing shall be subject to the following conditions: (a) The representations of the Investors in Section ‎1.1(b) shall be true and correct (i) in the case of the Registration Statement and any post-effective amendments thereto, at the respective times referred to in Section ‎1.1(c), and in the case of the Prospectus, as of its date, and (ii) as of the Closing Date, (b) Each of the Investors shall have performed in all material respects all of its obligations hereunder required to be performed by it, and complied with the covenants hereunder applicable to it in all material respects, at or prior to the Closing. (c) Since the date of this Agreement, there shall not have been any material adverse effect or any effect that would, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investors’ ability to perform their obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (d) The Company shall have received a certificate, signed by an authorized person of each Investor, certifying as to the matters set forth in Sections 5.2(a), ‎5.2(b) and ‎5.2(c). (e) The Investors shall have entered into an agreement with the Company to vote, for a period of three years following the Closing, all of the Backstop Acquired Shares consistent with the recommendation of the board of directors of the Company on any matter submitted to the vote of the stockholders of the Company. 5.3. Conditions to the Obligations of the Investors. The obligations of the Investors to effect the Closing shall be subject to the following conditions: (a) The 10b-5 Representation shall be true and correct in all respects (i) in the case of the Registration Statement and any post-effective amendments thereto, at the respective times referred to in Section 1.1(c), and in the case of the Prospectus, as of its date, and (ii) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then except that in effect and has the effect case of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and this clause (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from all references to any time period or date referred to time (the “Business Combination Agreement”), pursuant in Section 1.1(c) shall be deemed to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer be references to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all Date. All other representations and warranties of the Investor Company contained in this Agreement (A) that are qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct as of the date hereof and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and (B) that are not qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at of the date hereof and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date;Closing (iib) the Investor The Company shall have performed, satisfied and complied performed in all material respects with all covenants, agreements and conditions of its obligations hereunder required by this Agreement to be performedperformed by it, satisfied or and complied with by the covenants hereunder applicable to it in all material respects. at or prior to the Closing; and. (iiic) Since the Issuer date of this Agreement, there shall not have been any Material Adverse Effect or any Effect that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Investors shall have receivedreceived a certificate, at signed by an officer of the ClosingCompany, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior certifying as to the time of the Closingmatters set forth in Sections ‎5.3‎(a), ‎5.3‎(b) and ‎5.3‎(c).

Conditions to Closing. a. (i) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Holder’s sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered this Agreement to Holder; (b) The Company shall have executed and delivered to Holder a certificate for that number of shares of Series C Stock set forth in Section 1.1; (c) The Company shall have delivered to the Holder a certificate of the Company, dated the Closing Date, executed by the secretary of the Company certifying in such capacity and on behalf of the Company (i) as to the incumbency and signature of the officer of the Company who executed this Agreement; and (ii) as to the adoption of resolutions of the Board of Directors of the Company which are in full force and effect on the Closing Date, no applicable governmental authority authorizing (x) the execution and delivery of this Agreement and the Series C Stock, and (y) the performance of the obligations of the Company hereunder and thereunder; (d) The Company shall have enacteddelivered to the Holder a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, issueddated the Closing Date, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has to the effect of making consummation of that the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained Company in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and Company has complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the ClosingClosing Date. (ii) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (a) The Holder shall have executed and delivered to the Company this Agreement; and (iiib) the Issuer The Holder shall have receiveddelivered, at the Closingor caused to be delivered, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time Company the Outstanding Notes being exchanged pursuant to this Agreement in accordance with the written instructions of the ClosingCompany.

Conditions to Closing. a. 8.1 Conditions to the Obligations of Purchaser. The obligation obligations of the parties hereto Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated by this Agreement on the Closing Date is are subject to the condition that fulfillment prior to or at the Closing of each of the following conditions, any one or more of which may be waived by Purchaser in its sole discretion: (ia) as of On the Closing Date, there shall be no applicable injunction, restraining order or decree of any nature of any court or governmental authority shall have enacted, issued, promulgated, enforced agency or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which body of competent jurisdiction that is then in effect and has that restrains or prohibits the effect of making consummation of the transactions contemplated hereby illegal by this Agreement or otherwise any such injunction, restraining order or prohibiting consummation of decree or any pending lawsuit, claim or legal action relating to the transactions contemplated hereby and (ii) the Merger by this Agreement by and among New Parentwhich would materially adversely affect such transactions or Purchaser's ownership, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation use or enjoyment of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction Business or valid waiver by the Issuer of the additional conditions that:any part thereof. (i) all All of the representations and warranties of the Investor Sellers, including those set forth in Section 8.1(b)(ii) and (iii) below, contained in this Agreement are or in any certificate, instrument or other document delivered to Purchaser pursuant hereto shall be complete, true and correct in all material respects (other than on and as of the Effective Date, with the same force and effect as though such representations and warranties had been made on and as of the Effective Date, except to the extent that are qualified any such representation and warranty is made as to materialityof a specified date, in which case, such representation and warranty shall have been true and correct as of such date; (ii) The representations and warranties of Sellers contained in Sections 4.1, 4.2, 4.3, 4.8, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18, 4.20, 4.21, 4.22, 4.23, 4.25, 4.26 and 4.27 of this Agreement or in any certificate, instrument or other document delivered to Purchaser pursuant hereto shall be complete, true and correct in all respects) at respects on 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 consummation warranty is made as of a specified date, in which case, such representation and warranty shall have been true and correct as of such date; and (iii) To the Closing shall constitute a reaffirmation by the Investor Knowledge of each of Sellers, the representations and warranties of the Investor contained in Section 4.9 of this Agreement or in any certificate, instrument or other document delivered to Purchaser pursuant hereto shall be complete, true and correct in all respects on 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 as of such date. (iic) the Investor Sellers shall have performed, satisfied performed in all material respects all obligations and agreements and complied in all material respects with all covenants, agreements and conditions required by covenants contained in this Agreement to be performed, satisfied or performed and complied with by it at or them prior to or on the Closing; andClosing Date. (iiid) the Issuer Purchaser shall have receivedreceived a certificate, at dated the ClosingClosing Date, subscriptions for from an authorized officer of each of the purchase of Securities by Xxxx Xxxxxxx Xxxxxx Sellers to the effect that the conditions specified in an amount equal to or greater than $4,500,000(b) and (c) above have been fulfilled. (e) The Transition Services Agreement, and the purchase price related to such subscriptions attached as Exhibit B hereto, shall have been received executed and delivered by the Issuer at or prior to the time of the Closingparties thereto.

Conditions to Closing. a. The obligation 7.1 Conditions to the Obligation of the parties hereto Primary Purchaser and the Company. The obligations of the Primary Purchaser and the Company to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is are subject to the condition that satisfaction (or waiver by the Primary Purchaser and the Company) of each of the following conditions: (a) There shall not be (i) as of in force any statute, rule, regulation, order or decree restraining, enjoining or prohibiting the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal by this Agreement and the other Transaction Documents or otherwise restraining (ii) any material suit or prohibiting consummation of proceeding by a Governmental Authority to restrain or enjoin the transactions contemplated hereby by this Agreement and the other Transaction Documents. (b) All consents, approvals, exemptions, authorizations, waivers or other actions by, or notice to, or filings with, any Governmental Authorities in respect of any Requirement of Law necessary to consummate the transactions contemplated hereby, shall have been obtained, provided, however, that the provisions of this Section 7.1(b) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 6.1 shall have been the cause of, or shall have resulted in, the failure to obtain such consents, approvals, exemptions, authorizations, waivers or other actions. (i) The Company shall have received (and delivered to the Purchasers) written confirmation from Nasdaq that the transactions contemplated by this Agreement and the other Transaction Documents shall not require shareholder approval pursuant to Rule 4350(i)(2) and the Company shall have complied with the conditions of such rule, (ii) the Merger Agreement by and among New ParentCompany shall have delivered to the Nasdaq, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation Rule 4310(c)(17), a notice of the Issuer to consummate the sale and proposed issuance of the Securities at the Closing Preferred Stock pursuant to this Agreement shall be subject Agreement, at least fifteen calendar days prior to the satisfaction Closing Date or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as received from Nasdaq, prior to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation a waiver of the Closing shall constitute a reaffirmation by the Investor of each of the representations requirement to give such notice, and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at shares of Common Stock reserved for issuance upon conversion of the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Series A Preferred Stock shall have been received by authorized for listing on the Issuer at or prior to the time of the ClosingNasdaq Stock Market.

Conditions to Closing. a. (a) The obligation obligations of Seller and Purchaser to sell and acquire, respectively, the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement Assets on the Closing Date is terms and conditions set forth herein are subject to the condition that (i) as of the Closing Datefulfillment, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by the parties hereto: (i) Purchaser shall have consummated, on or before June 30, 2015, a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of shares of the common stock, par value $0.001 per share, of Purchaser; and (iiiii) the Issuer shall have receivedNo action or proceeding before any court, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to governmental body or greater than $4,500,000, and the purchase price related to such subscriptions agency shall have been received threatened in writing, asserted or instituted to restrain or prohibit the sale of the Assets or the carrying out of the transactions contemplated by this Agreement. (b) The obligation of Seller to sell the Issuer Assets to Purchaser on the terms and conditions set forth herein is subject to the fulfillment, at or prior to the time Closing, of the following conditions: (i) the approval by the stockholders of Seller of sale of the Assets as contemplated this Agreement by the requisite vote thereof as may be required under the DGCL; and (ii) the representations and warranties of Purchaser set forth herein shall be materially true and correct as of the Closing (which condition may be waived in whole or in part in the sole discretion of Seller). (c) The obligation of Purchaser to acquire and purchase the Assets on the terms and conditions set forth herein is subject to the fulfillment, at or prior to the Closing, of the following conditions: (i) the approval by the stockholders of Purchaser of this Agreement by the requisite vote thereof as may be required under the DGCL, Purchaser’s restated certificate of incorporation (as amended to date) and that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of January 25, 2011, among Purchaser and certain stockholders of Purchaser (as amended to date); and (ii) the representations and warranties of Seller set forth herein shall be materially true and correct as of the Closing (which condition may be waived in whole or in part in the sole discretion of the Purchaser).

Conditions to Closing. a. (a) The obligation of the parties hereto Purchasers to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then following conditions unless waived in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver writing by the Issuer of the additional conditions thatPurchasers: (i) all The representations and warranties of the Investor Company contained in this Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materialitywith a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date and the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (ii) No Event of Default or breach of any covenant under this Agreement or the Transaction Documents shall have occurred. (iii) The Company shall be current in all of its public filings. (iv) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against Purchaser relating to the issuance of the Securities or Purchasers' activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (b) The obligation of the Company to consummate the Closing is subject to the condition (unless waived in writing by the Company) that the representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all respectsmaterial respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) at on and as of the Closing Date, Date and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Purchasers shall have performed, satisfied and complied in all material respects with all covenants, agreements and satisfied all conditions required by this Agreement on their part to be performed, performed or satisfied or complied with by it hereunder at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. The obligation of the parties hereto 8.1 Conditions Precedent to GRLC's and Subsidiary's Obligations. GRLC's and Subsidiary's obligations to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated by this Agreement on the Closing Date is subject to the condition that (i) as satisfaction of the following conditions on or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (ia) all the representations and warranties of Company and the Investor contained Shareholders set forth in this Agreement are Article 4 hereof shall be true and correct in all material respects at and as of the Closing Date as if made on such date and the Audit shall be completed not later than May 15, 2003.; (b) Company and the Shareholders shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing; (c) there shall have been no material adverse change in the Company's business; (d) all material consents by third parties and all consents of Governmental Authorities that are required for the consummation of the transactions contemplated hereby, or in order to prevent a breach of, default under, or a termination of any Contract shall have been obtained by Company and the Shareholders; (e) all registrations, filings, applications, notices, consents, approvals, waivers, authorizations, qualifications and orders required to be filed, made or obtained by the Shareholders or Company, including full and complete cooperation in connection with preparation of audited financial statements of Company, in order to consummate the transactions contemplated by this Agreement. (f) the Shareholders shall have delivered any and all certificates representing the Shares, duly endorsed for transfer, with an irrevocable stock power endorsed in blank, and such other than documents, instruments and agreements related thereto, as GRLC may reasonably request to deliver the Purchase Consideration; (g) (i) no Law shall be in effect, pending, or proposed, and no injunction or restraining order shall be in effect, and (ii) no Litigation shall be pending or threatened, in each case that prohibits, prevents, or enjoins (or materially interferes with) the carrying out of this Agreement or any of the transactions contemplated hereby, or that declares unlawful the transactions contemplated by this Agreement, or that would have a material adverse effect on the right of GRLC to own, operate, use, or control the Company's business after the Closing Date; (h) on the Closing Date, Company and the Shareholders shall have delivered to GRLC: (i) certified copies of the resolutions duly adopted by Company's boards of directors authorizing the execution, delivery, and performance of this Agreement and any other agreements or instruments contemplated by this Agreement; (ii) certificates executed by the Shareholders and the President and the Chief Operating Officer of Company, dated the Closing Date, and certifying in such detail as GRLC may reasonably request to the fulfillment of the conditions specified in Section 8.1 hereof; (iii) Certificate of the Secretary of State of Oklahoma , dated a Current Date, as to the legal existence and good standing of Company under applicable Law; (iv) certificates from the Secretary of State of each jurisdiction in which Company is required to be qualified as a foreign corporation for the transaction of business, dated a Current Date, as to the due qualification and good standing of Company under the Laws of such jurisdiction; (v) such other documents or instruments as GRLC may reasonably request to effect the transactions contemplated hereby; and Any condition specified in this Section 8.1 may be waived by GRLC, provided that no such waiver shall be effective unless it is set forth in a writing executed by GRLC. 8.2 Conditions to Company's and the Shareholders' Obligations. Company's and the Shareholders' obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date: (a) the representations and warranties that are qualified as to materiality, which representations and warranties of GRLC set forth in Article 5 hereof shall be true and correct in all respects) material respects at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement Date as of the Closing Dateif made on such date; (iib) the Investor GRLC shall have performed, satisfied and complied performed in all material respects with all covenants, of the covenants and agreements and conditions required to be performed by them under this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and; (iiic) all registrations, filings, applications, notices, consents, approvals, waivers, authorizations, qualifications and orders required to be filed, made or obtained by GRLC in order to consummate the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities transactions contemplated by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.this Agreement;

Conditions to Closing. a. (a) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following conditions, provided that these conditions are for the transactions contemplated hereby Holder’s sole benefit and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall may be subject to the satisfaction or valid waiver waived by the Issuer of Holder at any time in its sole discretion by providing the additional conditions thatCompany with prior written notice thereof: (i) all The Company shall have caused its transfer agent to credit to Holder or its designee the Exchange Shares; (ii) The Company shall have submitted an additional share listing application for the Exchange Shares with the NYSE MKT on or prior to the Closing Date and shall cause the Exchange Shares to be approved by the NYSE MKT for listing on the Closing Date or as soon as practicable thereafter; and (iii) The representations and warranties of the Investor contained Company in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (b) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (i) The Holder shall have delivered, or caused to be delivered, to the Company (x) the Exchange Notes being exchanged pursuant to this Agreement in accordance with the written instructions of the Company and (y) all documentation related to the right, title and interest in and to all of the Exchange Notes, and whatever documents of conveyance or transfer may be necessary or reasonably desirable to transfer to and confirm in the Company all right, title and interest in and to (free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other than adverse claim thereto) the Exchange Notes. (ii) The representations and warranties that are qualified as to materiality, which representations and warranties of the Holder in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Holder shall have performed, satisfied and complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. 8.1 Conditions to the Obligations of Purchaser. The obligation obligations of the parties hereto Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated by this Agreement on the Closing Date is are subject to the condition that fulfillment prior to or at the Closing of each of the following conditions, any one or more of which may be waived by Purchaser in its sole discretion: (ia) as of On the Closing Date, there shall be no applicable injunction, restraining order or decree of any nature of any court or governmental authority shall have enacted, issued, promulgated, enforced agency or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which body of competent jurisdiction that is then in effect and has that restrains or prohibits the effect of making consummation of the transactions contemplated hereby illegal by this Agreement or otherwise any such injunction, restraining order or prohibiting consummation of decree or any pending lawsuit, claim or legal action relating to the transactions contemplated hereby and (ii) the Merger by this Agreement by and among New Parentwhich would materially adversely affect such transactions or Purchaser's ownership, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation use or enjoyment of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction Business or valid waiver by the Issuer of the additional conditions that:any part thereof. (i) all All of the representations and warranties of the Investor Sellers, including those set forth in Section 8.1 (b)(ii) and (iii) below, contained in this Agreement are or in any certificate, instrument or other document delivered to Purchaser pursuant hereto shall be complete, true and correct in all material respects (other than on and as of the Effective Date, with the same force and effect as though such representations and warranties had been made on and as of the Effective Date, except to the extent that are qualified any such representation and warranty is made as to materialityof a specified date, in which case, such representation and warranty shall have been true and correct as of such date; (ii) The representations and warranties of Sellers contained in Sections 4.1, 4.2, 4.3, 4.8, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18, 4.20, 4.21, 4.22, 4.23, 4.25, 4.26 and 4.27 of this Agreement or in any certificate, instrument or other document delivered to Purchaser pursuant hereto shall be complete, true and correct in all respects) at respects on 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 consummation warranty is made as of a specified date, in which case, such representation and warranty shall have been true and correct as of such date; and (iii) To the Closing shall constitute a reaffirmation by the Investor Knowledge of each of Sellers, the representations and warranties of the Investor contained in Section 4.9 of this Agreement or in any certificate, instrument or other document delivered to Purchaser pursuant hereto shall be complete, true and correct in all respects on 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 as of such date. (iic) the Investor Sellers shall have performed, satisfied performed in all material respects all obligations and agreements and complied in all material respects with all covenants, agreements and conditions required by covenants contained in this Agreement to be performed, satisfied or performed and complied with by it at or them prior to or on the Closing; andClosing Date. (iiid) the Issuer Purchaser shall have receivedreceived a certificate, at dated the ClosingClosing Date, subscriptions for from an authorized officer of each of the purchase of Securities by Xxxx Xxxxxxx Xxxxxx Sellers to the effect that the conditions specified in an amount equal to or greater than $4,500,000(b) and (c) above have been fulfilled. (e) The Transition Services Agreement, and the purchase price related to such subscriptions attached as Exhibit B hereto, shall have been received executed and delivered by the Issuer at or prior to the time of the Closingparties thereto.

Conditions to Closing. a. (a) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Holder’s sole benefit and may, where legally permissible, be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to the Holder this Agreement and the Note being exchanged at the Closing pursuant to the terms of this Agreement. (ii) The Company shall have issued the Irrevocable Transfer Agent Instructions, in the form acceptable to the Holder, to its transfer agent; (iii) The Holder shall have received the opinions of Sichenzia Rxxx Xxxxxxx Xxxxxx LLP, the Company’s U.S. counsel, dated as of the Closing Date, no applicable governmental authority in the forms acceptable to such Holder; (iv) The Holder shall have enactedreceived the opinions of Rxxxxx & Sxxxxxx, issuedP.C., promulgatedthe Company’s Mxxxxxxx Islands counsel, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation dated as of the transactions contemplated hereby illegal Closing Date, in the forms acceptable to such Holder; (v) The Conversion Shares shall have been approved for listing on the Principal Market on or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time prior to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that:Date; (ivi) all The representations and warranties of the Investor contained Company in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (vii) 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 this Agreement; (viii) 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 on the Company; (ix) Trading in the Common Shares shall not have been suspended by the Securities and Exchange Commission (the “Commission”) or the Principal Market, the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Shares on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Shares that is continuing, and the Company shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Shares is being imposed or is contemplated; (x) All reports, schedules, registrations, forms, statements, information and other than documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, shall have been filed with the Commission under the Exchange Act; and (xi) The Company shall have delivered to the Holder such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Holder or its counsel may reasonably request. (b) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may, where legally permissible, be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (i) The Holder shall have executed this Agreement and delivered the same to the Company; and (ii) The representations and warranties that are qualified as to materiality, which representations and warranties of the Holder in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Holder shall have performed, satisfied and complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. (i) The obligation of the parties hereto Seller to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on proceed with the Closing Date is subject to the condition that satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by Seller in writing, in whole or in part: (A) All of the conditions of the MLP Parties to the consummation of the Merger (other than completing the transactions referred to in this Section 2.1) shall have been satisfied or waived; and (B) (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained Buyer set forth in this Agreement are Section 3.2 shall be true and correct in all material respects (other than without regard to any materiality qualifiers set forth therein) as of the Closing Date, as if remade on such date (except for representations and warranties that are qualified made as to materialityof a specific date, which shall be true and correct as of such specific date), and Buyer shall have performed all of its obligations hereunder in all material respects, and (ii) Seller shall have received a certificate, dated as of the Closing Date, of an executive officer of Buyer certifying to the matters set forth in this Section 2.1(c)(i)(B). (ii) The obligation of Buyer to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by Buyer in writing, in whole or in part: (A) All of the conditions of the Buyer Parties (as defined in the Merger Agreement) to the consummation of the Merger (other than completing the transactions referred to in this Section 2.1) shall have been satisfied or waived; (B) (i) The representations and warranties of Seller set forth in Section 3.1 (other than those set forth in Section 3.1(m)) shall be true and correct in all respectsmaterial respects (without regard to any materiality qualifiers set forth therein) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the as if remade on such date (except for representations and warranties made as of the Investor contained a specific date, which shall be true and correct as of such specific date), and Seller shall have performed all of its obligations hereunder in this Agreement all material respects, and (ii) Buyer shall have received a certificate, dated as of the Closing Date, of an executive officer of Seller certifying to the matters set forth in this Section 2.1(c)(ii)(B); (C) The representation and warranty of Seller set forth in Section 3.1(m) shall be true and correct as of the Closing Date, as if remade on such date, except where the failure of such representation and warranty to be true and correct would not, in the aggregate, result in an MLP Material Adverse Effect, and (ii) the Investor Buyer shall have performedreceived a certificate, satisfied dated as of the Closing Date, of an executive officer of Seller certifying to the matters set forth in this Section 2.1(c)(ii)(C); and (D) All outstanding debt of Seller, including all principal, accrued and complied in all material respects with all covenantsunpaid interest and fees under the Seller Credit Facility, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at shall have been paid off as of or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Standby Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is transactions contemplated hereunder are subject to the condition that (i) as of the fulfillment, prior to or on each Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) all The representations and warranties of the Investor contained Company in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties Section 4 shall be true and correct in all respects) as of the date hereof and at and as of the each Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the Date as if made on such date (except for representations and warranties of the Investor contained in this Agreement made as of a specified date, which shall be true and correct as of such specified date) and the Closing DateCompany shall have performed all of its obligations hereunder; (ii) Subsequent to the Investor execution and delivery of this Agreement and prior to each Closing Date, there shall not have been any Material Adverse Effect, nor shall there have occurred any breach of any covenant of the Company set forth in Section 7 hereof; (iii) As of each Closing Date, trading in the Common Stock shall not have been suspended by the Commission or Nasdaq Global Market or trading in securities generally on the Nasdaq Global Market shall not have been suspended or limited or minimum prices shall not have been established on the Nasdaq Global Market ; and (iv) The Company and the Standby Purchaser shall have performedobtained any required federal, satisfied state and complied in all regulatory approvals for the Rights Offering (including the KH Basic Rights Purchase) and Standby Offering on conditions reasonably satisfactory to the Standby Purchaser; (b) The obligations of the Company and the Standby Purchaser to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or on each Closing Date, of the following conditions: (i) No judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Rights Offering (including the KH Basic Rights Purchase), the Standby Offering or the material respects with all covenants, agreements and conditions required transactions contemplated by this Agreement to be performed, satisfied Agreement; (ii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or otherwise shall have been complied with by it at or prior to the Closingwith; and (iii) The Shares issued in the Issuer shall have received, at Rights Offering (including the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, KH Basic Rights Purchase) and the purchase price related to such subscriptions Standby Offering shall have been received by authorized for listing on the Issuer at or Nasdaq Global Market prior to the time issuance of the Closingsuch Shares.

Conditions to Closing. a. 3.2.1 The obligation Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other, of the parties hereto to consummate conditions that, on the sale, purchase and issuance Closing Date: (i) No suspension of the qualification of the Securities pursuant to this Agreement for offering or sale or trading of the Common Stock on the Closing Date is subject to the condition that Nasdaq Capital Market (i“Nasdaq”) as of the Closing Date, no applicable governmental authority shall have occurred and be continuing. (ii) No Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, orderdecree, law, rule executive order or regulation award (whether temporary, temporary preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining prohibiting or prohibiting enjoining the consummation of the transactions contemplated hereby and hereby. (iiiii) All conditions precedent to the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022consummation of the Transaction set forth in the Transaction Agreement, as amended and/or restated from time determined by the parties to time the Transaction Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions that, by their nature, may only be satisfied at the “Business Combination Agreement”consummation of the Transaction, but subject to satisfaction of such conditions as of the consummation of the Transaction), pursuant to which and the Issuer will become a wholly-owned subsidiary of New Parent (Transaction Closing shall be substantially concurrent with the “Business Combination”), has not been terminated in accordance with its terms; andClosing. b. 3.2.2 The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall also be subject to the satisfaction or valid waiver by the Issuer Subscriber of the additional conditions that, on the Closing Date: (i) The Company shall have performed, satisfied and complied in all material respects with all agreements, conditions and covenants required by this Subscription Agreement to be performed by the Company at or prior to the Closing. (ii) The representations and warranties of the Investor Company contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materialitymateriality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing DateDate (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Investor Company of each of the representations representations, warranties and warranties agreements of the Investor Company contained in this Subscription Agreement as of the Closing Date;. (iiiii) No amendment, waiver or modification of the Transaction Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, unless Subscriber has previously consented in writing to such amendment, waiver or modification. (iv) Company shall have filed with Nasdaq an application or supplemental listing application for the listing of the Securities and Nasdaq shall have raised no objection with respect thereto, subject to official notice of issuance. (v) There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits (economically or otherwise) the Investor Other Subscribers thereunder unless this Subscription Agreement shall have been amended to reflect the same terms. (vi) From and after the date hereof, there shall have not occurred a Material Adverse Effect which is continuing and uncured. 3.2.3 The Closing shall also be subject to the satisfaction or valid waiver by the Company of the conditions that, on the Closing Date: (i) Subscriber shall have performed, satisfied and complied in all material respects with all covenantsagreements, agreements conditions and conditions covenants required by this Subscription Agreement to be performed, satisfied or complied with performed by it Subscriber at or prior to the Closing; and. (iiiii) All representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Issuer Closing Date (except for representations and warranties made as of a specific date, which shall have receivedbe true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, at which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received constitute a reaffirmation by the Issuer at or prior to the time Subscriber of each of the Closingrepresentations, warranties and agreements of the Subscriber contained in this Subscription Agreement as of the Closing Date.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Buyer to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is shall be subject to the condition that prior or concurrent satisfaction or waiver of each of the following conditions: (i) Each of the Xxxxxxx, XX LSG Management, RW LSG Holdings and RCP, as applicable, shall have satisfied all of the conditions set forth in Section 3.1(a) of the Option Agreement (including the delivery by each Seller to Buyer of a duly executed Joinder Agreement); (ii) Each of the Xxxxxxx, XX LSG Management and RW LSG Holdings shall have delivered to Buyer a certificate of an authorized officer of such Seller, RW LSG Management or RW LSG Holdings, as applicable, dated as of the Closing Date, no applicable governmental authority stating that the conditions specified in Section 3.1(a)(ii) and Section 3.1(a)(iii) of the Option Agreement, solely as they relate to such Seller, RW LSG Management or RW LSG Holdings, as applicable, have been satisfied; (iii) RCP shall have enacteddelivered, issuedor cause to be delivered, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation to Buyer each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation items set forth in Section 3.2 of the transactions contemplated hereby and Option Agreement; and (iiiv) RCP shall have delivered to Buyer a counterpart signature page to a Mutual Release in the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, form attached as Exhibit A hereto dated November 13, 2022, as amended and/or restated from time to time the Closing Date (the “Business Combination AgreementMutual Release”), pursuant to which executed by RCP. (b) The obligations of RCP, the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”)other Xxxxxxx, has not been terminated in accordance with its terms; and b. The obligation of the Issuer XX LSG Management and RW LSG Holdings to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the prior or concurrent satisfaction or valid waiver by the Issuer of each of the additional conditions thatfollowing conditions: (i) Buyer shall have satisfied all representations and warranties of the Investor contained conditions set forth in this Agreement are true and correct in all material respects Section 3.1(b) of the Option Agreement; (other than representations and warranties that are qualified as ii) Buyer shall have delivered to materialityRCP a certificate of any authorized officer of Buyer, which representations and warranties shall be true and correct in all respects) at and dated as of the Closing Date, and consummation stating that the conditions specified in Section 3.1(b) of the Closing Option Agreement have been satisfied; (iii) Buyer shall constitute a reaffirmation by have delivered, or caused to be delivered, to the Investor of Sellers and RW LSG Management, as applicable, each of the representations and warranties items set forth in Section 3.3 of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the ClosingOption Agreement; and (iiiiv) the Issuer Buyer shall have receiveddelivered, at or caused to be delivered, to RCP the ClosingMutual Release executed by Pegasus Capital Advisors, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.L.P.

Conditions to Closing. a. 7.1 The obligation obligations of the parties hereto Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to each of the satisfaction following conditions, any one or valid waiver more of which may be waived in writing by the Issuer of the additional conditions that: Purchaser in whole or in part: (ia) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor Sellers contained in this Agreement 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 (iiexcept as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date); (b) the Investor Sellers shall have performed, satisfied performed and complied in all material respects with all agreements, covenants, agreements obligations and conditions required by this Agreement to be performed, satisfied performed or complied with by it the respective Sellers at or prior to the ClosingClosing Date; and (iiic) the Issuer Sellers shall have receiveddelivered to the Purchaser certificates, at in genuine and unaltered form, representing all of the ClosingSellers’ Shares duly endorsed in blank, subscriptions for transfer to the purchase Purchaser, or arranged to take such steps, as may be necessary to transfer to the Purchaser any of Securities Sellers’ Shares in electronic book entry form; and (d) the Sellers shall have delivered to the Purchaser such other agreements, documents and instruments reasonably requested by Xxxx Xxxxxxx Xxxxxx the Purchaser to effectuate the transactions contemplated hereby. 7.2 The obligations of the Sellers to effect the transactions contemplated hereby shall be subject to each of the following conditions, any one or more of which may be waived in an amount equal writing by the respective Sellers in whole or in part: (a) each of the representations and warranties of the Purchaser contained in this Agreement 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 as contemplated or permitted by this Agreement to or greater than $4,500,000, change between the date of this Agreement and the purchase price related to such subscriptions Closing Date); (b) the Purchaser shall have been received performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Issuer Purchaser at or prior to the time of Closing Date; and (c) the ClosingPurchaser shall have delivered to the Sellers such other agreements, documents and instruments reasonably requested by the respective Sellers to effectuate the transactions contemplated hereby.

Conditions to Closing. a. The obligation 1.50 Conditions to the Obligation of the parties hereto Primary Purchaser and the Company. The obligations of the Primary Purchaser and the Company to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is are subject to the condition that satisfaction (or waiver by the Primary Purchaser and the Company) of each of the following conditions: (1) There shall not be (i) as of in force any statute, rule, regulation, order or decree restraining, enjoining or prohibiting the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal by this Agreement and the other Transaction Documents or otherwise restraining (ii) any material suit or prohibiting consummation of proceeding by a Governmental Authority to restrain or enjoin the transactions contemplated hereby by this Agreement and the other Transaction Documents. (2) All consents, approvals, exemptions, authorizations, waivers or other actions by, or notice to, or filings with, any Governmental Authorities in respect of any Requirement of Law necessary to consummate the transactions contemplated hereby, shall have been obtained, provided, however, that the provisions of this Section 7.1(b) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 6.1 shall have been the cause of, or shall have resulted in, the failure to obtain such consents, approvals, exemptions, authorizations, waivers or other actions. (i) The Company shall have received (and delivered to the Purchasers) written confirmation from Nasdaq that the transactions contemplated by this Agreement and the other Transaction Documents shall not require shareholder approval pursuant to Rule 4350(i)(2) and the Company shall have complied with the conditions of such rule, (ii) the Merger Agreement by and among New ParentCompany shall have delivered to the Nasdaq, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation Rule 4310(c)(17), a notice of the Issuer to consummate the sale and proposed issuance of the Securities at the Closing Preferred Stock pursuant to this Agreement shall be subject Agreement, at least fifteen calendar days prior to the satisfaction Closing Date or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as received from Nasdaq, prior to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation a waiver of the Closing shall constitute a reaffirmation by the Investor of each of the representations requirement to give such notice, and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at shares of Common Stock reserved for issuance upon conversion of the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Series A Preferred Stock shall have been received by authorized for listing on the Issuer at or prior to the time of the ClosingNasdaq Stock Market.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Buyer and Seller to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be are subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) all No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (ii) Each other party to this Agreement shall have executed and delivered each of the Transaction Documents to be entered into by it, in each case substantially in the form attached as an exhibit to this Agreement, and any other documents or items required to be delivered by it pursuant to Section 3.3. (b) The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions: (A) The representations and warranties of the Investor Seller contained in this Agreement are at the time of its execution and delivery and in any certificate or other writing delivered by Seller pursuant hereto, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, as if made at and consummation as of such date and (B) Buyer shall have received a certificate signed by the an authorized signatory of Seller to the foregoing effect. (ii) No Governmental Body shall have issued any order and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall constitute a reaffirmation have been instituted by any Person before any Governmental Body and be pending. (iii) Seller shall have received any required consents (i) to the Investor assignment of each of the representations agreements listed in Schedule 4.4(c), and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) from each third party having a contractual right to consent to the Investor transactions contemplated by this Agreement, in each case in form and substance reasonably satisfactory to Buyer and its counsel, and no such consent shall have performedbeen revoked. (iv) The existing security agreements between PRF and Seller shall have been amended to terminate PRF's security interest in the Acquired Assets, satisfied and Seller shall have obtained the Collateral Agent's signature on any documents necessary to effect such termination. (v) Buyer shall have performed or complied with in all material respects with all covenants, agreements and conditions covenants required by this Agreement to be performed, satisfied performed or complied with by it at on or prior to the Closing, and Seller shall have received at the Closing a certificate from an appropriate officer of Buyer to that effect. (vi) Seller shall have obtained any required approval of shareholders of Seller to the consummation of the transactions contemplated by this Agreement.. (vii) The Celltech Development Agreement and any rights or interests of Celltech pursuant thereto or granted thereunder shall have been terminated, with a letter agreement from Celltech (or its successor) indicating that there are no remaining rights or interest in favor of Celltech or remaining obligations to Celltech (other than certain payment obligations which may be owed by Seller from payments received by Buyer under Section 2 of this Agreement) thereunder. Seller shall have provided Buyer a fully executed copy of such agreement or instrument terminating the Celltech Development Agreement. (viii) Seller shall have delivered to Buyer fully executed documents, in form and substance reasonably satisfactory to the Buyer and Buyer's lenders, providing for releases and discharges of all liens attaching to any of the Acquired Assets. (ix) The FDA shall not have indicated in writing that it will require a Phase III clinical trial as a condition to reintroduction of the Product into the United States for use in the Included Indication; andprovided, however, that if the FDA indicates orally on or after November 10, 2005 that it will require a Phase III clinical trial but such indication has not been confirmed in writing by the FDA, the obligation of Buyer to consummate the Closing shall be delayed until the date that is the earlier of (a) 35 days following the date of such oral requirement from the FDA, and (b) the business day next succeeding any retraction or rescission by the FDA, either orally or in writing, of such oral requirement. If written confirmation from the FDA regarding imposition of such clinical trial requirement is received within such 35 day period then Buyer shall not be obligated under this subsection to consummate the Closing. (c) The obligation of Seller to consummate the Closing is subject to the satisfaction of the following further conditions: (A) The representations and warranties of Buyer contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto, shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date and (B) Seller shall have received a certificate signed by the an authorized signatory of Buyer to the foregoing effect. (iii) the Issuer No Governmental Body shall have receivedissued any order and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, at alter, prevent or materially delay the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Closing shall have been instituted by any Person before any Governmental Body and be pending. (iv) Seller shall have received by the Issuer at or prior any required consents to the time assignment of each of the ClosingAcquired Contracts, in each case in form and substance reasonably satisfactory to Seller, and no such consent shall have been revoked. (v) There shall not have occurred or be continuing any event or circumstance which could reasonably be expected to have a material adverse effect on Buyer, its ability to manufacture, market or distribute the Product, or its ability to perform its obligations under this Agreement.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Buyer and each Seller to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is are subject to the satisfaction, or, if permitted by Applicable Law, waiver by the party for whose benefit such condition that exists, of the following conditions: (i) (A) the applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated and there shall not be in effect any voluntary agreement between Buyer, Sellers or their respective Affiliates (including any Company Entities) and the United States Federal Trade Commission, the United States Department of Justice or other applicable Governmental Authority pursuant to which Buyer, Sellers or any of their respective Affiliates, as applicable, has agreed not to consummate the transactions for any period of time, (B) the U.S. National Security Clearances shall have been obtained, (C) the applicable notice period under ITAR with respect to the transactions contemplated hereby shall have concluded or DDTC shall have consented to the transactions contemplated hereby, (D) the other Required Regulatory Approvals set forth in Section 8.01(a)(i) of the Company Disclosure Schedule shall have been obtained and shall remain in full force and effect and (E) approval shall have been obtained and shall remain in full force and effect in respect of any other submission to a Governmental Authority competent in respect of Antitrust Laws or Foreign Investment Laws that Buyer and Sellers have agreed (acting reasonably) to submit pursuant to Section 7.03(b)(i)(A); (ii) there shall not be in force an order, decree or judgment of any Governmental Authority having competent jurisdiction, or any Applicable Law, in either case, enjoining or prohibiting the consummation of the transactions contemplated hereby (a “Legal Restraint”); and (iii) the BBU Minority Approval shall have been obtained. (b) The obligations of Buyer to consummate the Closing are subject to the satisfaction, or, if permitted by Applicable Law, waiver by Buyer, of the following further conditions: (i) (A) the representations and warranties set forth in the first sentence of Section 4.01 and in Section 4.02, Section 4.04, Section 4.07, Section 5.01, Section 5.02, Section 5.06(b) and Section 5.07, shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date, no applicable governmental authority shall have enactedas if made at and as of such date, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time except with respect to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified which speak as to materialityan earlier date, which representations and warranties shall be true and correct in all respects) material respects at and as of such date, (B) the representations and warranties set forth in Section 4.10(a)(iii) shall be true and correct in all respects at and as of such date set forth therein, (C) the representations and warranties set forth in Section 5.06(a) shall be true and correct in all respects as of the Closing Date, as if made at and consummation as of the Closing shall constitute a reaffirmation by the Investor of each of such date, (D) the representations and warranties of Sellers set forth in Article 4 (other than in those Sections listed in the Investor preceding clauses (A), (B) and (C)), disregarding all qualifications contained in this Agreement therein relating to materiality or Material Adverse Effect, shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (E) the representations and warranties of Sellers set forth in Article 5 (other than in those Sections listed in the preceding clauses (A), (B) and (C)) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected, individually or in the aggregate, to materially impair Sellers’ ability to consummate the transactions contemplated hereby; (ii) the Investor each Seller and BBU shall have performedperformed and complied, satisfied and complied in all material respects respects, with all covenants, agreements their respective covenants and conditions obligations required by this Agreement to be performed, satisfied performed or complied with by it at on or prior to the ClosingClosing Date. (iii) since the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing; (iv) since the date of this Agreement, no Credit Agreement Default shall have occurred and be continuing; and (v) Buyer shall have received a certificate signed by an authorized officer of each Seller certifying the satisfaction of the foregoing clauses (i), (ii), (iii) and (iv). (c) The obligations of each Seller to consummate the Closing are subject to the satisfaction, or, if permitted by Applicable Law, waiver by such Seller, of the following further conditions: (i) (A) the representations and warranties set forth in Section 6.01, Section 6.02, Section 6.05(b) and Section 6.14 shall be true and correct in all material respects as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, (B) the representations and warranties set forth in Section 6.05(a) shall be true and correct in all respects as of the Closing Date, as if made at and as of such date, and (C) the representations and warranties set forth in Article 6 (other than in those Sections listed in the preceding clauses (A) and (B)) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except any inaccuracy or omission that would not reasonably be expected, individually or in the aggregate, to materially impair Buyer’s ability to consummate the transactions contemplated hereby; (ii) each of Buyer, BEP Investor and Cameco shall have performed and complied, in all material respects, with their respective covenants and obligations required to be performed or complied with by it on or prior to the Closing Date; and (iii) the Issuer such Seller shall have received, at received a certificate signed by an authorized officer of Buyer certifying the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time satisfaction of the Closingforegoing clauses (i) and (ii).

Conditions to Closing. a. (a) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following condition, provided that the transactions contemplated hereby condition is for the Holder’s sole benefit and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall may be subject to the satisfaction or valid waiver waived by the Issuer of Holder at any time in its sole discretion by providing the additional conditions that: (i) all Company with prior written notice thereof: The representations and warranties of the Investor contained Company in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (b) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (i) The Holder shall have delivered, or caused to be delivered, to the Company (i) the Notes being sold pursuant to this Agreement in accordance with a properly completed and executed Letter of Transmittal in the form provided to the Holder (the “Letter of Transmittal”) and (ii) all other than documentation reasonably requested by the Company relating to the right, title and interest in and to all of the Notes, and whatever documents of conveyance or transfer that may reasonably be necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to (free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto) the Notes; and (ii) The representations and warranties that are qualified as to materiality, which representations and warranties of the Holder in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Holder shall have performed, satisfied and complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. (a) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following conditions, provided that these conditions are for the transactions contemplated hereby Holder’s sole benefit and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall may be subject to the satisfaction or valid waiver waived by the Issuer of Holder at any time in its sole discretion by providing the additional conditions thatCompany with prior written notice thereof: (i) all The Company shall have issued irrevocable instructions to its transfer agent to credit to Holder or its designee the Exchange Shares pursuant to the terms of this Agreement; (ii) The Company shall have paid the Holder Counsel Expenses (as defined below) to Gxxxxxxxx Traurig, LLP, by wire transfer of U.S. dollars and immediately available funds, in accordance with the invoice of Gxxxxxxxx Txxxxxx, LLP delivered to the Company on or prior to the Closing Date; (iii) The Company shall have submitted a notification of listing of additional shares for the Exchange Shares with the NASDAQ Capital Market on or prior to the Closing Date and shall cause the Exchange Shares to be approved by the NASDAQ Capital Market for listing on the Closing Date or as soon as practicable thereafter; and (iv) The representations and warranties of the Investor contained Company in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (other than b) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (i) The representations and warranties that are qualified as to materiality, which representations and warranties of the Holder in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Holder shall have performed, satisfied and complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto each Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer Company of each of the additional following conditions thaton or before the Closing Date on which such Purchaser is to acquire Securities, any one or more of which may be waived by such Purchaser: (i) all The representations and warranties of the Investor contained Company set forth in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as delivered to materiality, which representations and warranties the Purchasers by or on behalf of the Company shall be true and correct in all respects) at and as of the if made on such Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date;. (ii) Each of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required to be performed and satisfied by the Company pursuant to this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; andsuch Purchaser's Closing shall have been duly performed and satisfied. (iii) the Issuer The Company shall have received, at the Closing, subscriptions for the purchase delivered an executed counterpart of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related this Agreement to such subscriptions Purchaser. (b) The obligations of the Company to consummate the transactions contemplated hereby on each Closing Date shall have been received be subject to the satisfaction by each Purchaser acquiring Securities on such Closing Date of each of the following conditions on or before such Closing Date, any one or more of which may be waived by the Issuer Company: (i) The representations and warranties of such Purchaser set forth in this Agreement shall be true and correct as if made on such Closing Date. (ii) Each of the covenants, agreements and conditions to be performed and satisfied by such Purchaser pursuant to this Agreement at or prior to such Purchaser's Closing shall have been duly performed and satisfied. (iii) Such Purchaser shall have paid the time of Purchase Price to be paid by it in accordance with Section 3. (iv) Such Purchaser shall have delivered a completed and executed Purchaser Signature Page to the ClosingCompany. (c) The Company and each Purchaser shall use their best efforts to cause their respective conditions to closing set forth in this Section 11 to be satisfied.

Conditions to Closing. a. The obligation Upon the terms and satisfaction of each of the parties hereto to consummate following conditions, and in reliance upon the salerepresentations and warranties contained in this Agreement, purchase the Company will sell and issuance of the Securities pursuant to this Agreement on Investor will buy the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect Notes and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatWarrants: (iA) Acceptance by the Investor of a satisfactory Secured Convertible Note Purchase Agreement (including all Exhibits annexed hereto) and due execution by all parties of this Agreement and the Exhibits annexed hereto; (B) Delivery into escrow by the Company of the original Notes, and the original Warrants to be issued, as more fully set forth in the Escrow Agreement; (C) All representations and warranties of the Investor Company contained herein and in all Exhibits (and the representations and warranties of Petals, Inc. contained in this Agreement are the Security Agreement) annexed hereto shall remain true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (iiD) the The Investor shall have performed, satisfied received an opinion of counsel substantially in the form of Exhibit G annexed hereto; (E) The Company shall have obtained all permits and complied in all material respects with all covenants, agreements and conditions qualifications required by this any state for the offer and sale of the Notes, and Warrants, or shall have the availability of exemptions therefrom. At the Closing Date, all laws and regulations to which the Company and the Investor are subject shall legally permit the sale and issuance of the Notes and Warrants; (F) The Company and Petals, Inc. shall have executed the financing statements and Security Agreement (as set forth in Section 4.37 below) and authorized the Investor to be performed, satisfied or complied file same with by it at or prior the proper state authorities in the states of New York and Delaware giving notice of the Investor's exclusive security interest in the Collateral; (G) The Company shall have authorized the payment of fees out of the escrowed proceeds pursuant to the ClosingSection 12.7 below; and (iiiH) the Issuer The Company shall have received, at the Closing, subscriptions obtained consents for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx Company to participate in an amount equal this transaction from any party necessary to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingcomplete this transaction.

Conditions to Closing. a. The 5.1 Buyers’ obligation of the parties hereto to consummate the sale, purchase transactions contemplated by the Agreement is conditional on the Competition and issuance Markets Authority of the Securities pursuant United Kingdom having granted or given approval for Closing, and all applicable waiting periods specified under applicable laws, the expiration of which are necessary for such approvals, having passed. 5.2 In addition to this Clause 5.1, Buyers’ obligation to consummate the transactions contemplated by the Agreement is conditional on the satisfaction of the following conditions (or their satisfaction subject only to Closing): (a) the items set forth in Schedule 5.2(a) having been delivered to Buyers having been delivered to Buyers; (b) the Restructuring having been unconditionally consummated in accordance with Schedule 1.5; (c) the Seller shall have delivered the Carve-Out Audited Financial Statements to Buyers in accordance with Clause 6.6.1; (d) each of Sellers’ Warranties being true and correct at and as of the Closing Date as if given by Seller at and as of the Closing Date in each case except for breaches as to matters that, individually or in the aggregate, would not reasonably be expected to result in a liability equal to or in excess of USD 12,500,000 or that have been fully remedied as of the Closing Date or that relate to an Excluded Loss; (e) no Excluded Loss described in subsections (a), (b), or (h) of such definition is subject to the condition that (i) reasonably foreseeable or has been incurred as of the Closing Date, no applicable governmental authority shall have enactedexcept for Excluded Losses that, issuedindividually or in the aggregate, promulgated, enforced could not reasonably be expected to result in a Loss equal to or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation excess of the transactions contemplated hereby illegal amount set forth in Schedule 5.2(e) or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not that have been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement fully remedied as of the Closing Date; (iif) no material breach of the Investor shall have performed, satisfied and complied Seller’s obligations in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the ClosingClause 6 having occurred; and (iiig) no Material Adverse Effect having occurred. 5.3 Buyers have the Issuer right to waive at all times, in whole or in part, any of the conditions set forth in Clause 5.2. 5.4 Buyers shall have receiveduse their reasonable efforts to ensure the satisfaction of the condition set forth in Clause 5.1 as soon as practicably possible after the date of the Agreement and in any event no later than 5 Business Days after the date of the Agreement. Buyers will prepare the necessary notifications and file such notifications with the relevant competition authorities promptly following the date of this Agreement. Prior to filing, at Buyers shall provide Seller with a reasonable opportunity to provide comments on drafts of any filings or other material documentation prior to their submission to the Closing, subscriptions for the purchase competition authorities (it being acknowledged that certain such drafts and/or documents may be shared on a confidential outside counsel to counsel basis only) and to take account of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000any reasonable comments. Seller shall, and shall procure that the purchase price related Acquired Companies will, use their reasonable efforts to give all requested information and assistance reasonably requested by Buyers in order to facilitate Buyers’ preparation of the notifications as well as the satisfaction of the condition set forth in Clause 5.1 above. 5.5 If any of the competition authorities is not prepared to give approval or clearance to the transactions contemplated by this Agreement, or any such subscriptions approval or clearance will only be given upon the fulfilment of conditions and obligations e.g. the sale, divestiture, license, or disposition of any necessary assets or businesses of Buyer, any of its Affiliates or the Acquired Companies (“Remedies”), Buyers shall accept, and shall cause their Affiliates to accept Remedies required to obtain approvals or clearances from the competition authorities provided that such Remedies do not result, or is likely to result, in a loss of annual sales exceeding USD 40 million for Buyer, its Affiliates and/or the Acquired Companies following Closing. 5.6 Seller shall take all reasonable actions to ensure the satisfaction of the conditions set forth in Clause 5.2 (a) through (c), as soon as reasonably practicable after the date of the Agreement. Each of the Parties shall, and Seller shall procure that the Acquired Companies will, give all information and assistance reasonably required in order to facilitate the satisfaction of said conditions. 5.7 If the conditions in this Clause 5 have not been received fulfilled, or waived by Buyers, on or before the Long Stop Date, Buyers may, in their sole discretion either (i) extend the above longstop date by an additional 20 Business Days, or (ii) immediately terminate the Agreement and the transactions contemplated hereby in which case, subject to Clause 5.8, all obligations of the Parties under the Agreement shall terminate without further liability whatsoever of any Party against the other and each Party will pay all its own costs and expenses. 5.8 If the Agreement is terminated by Buyers pursuant to Clause 5.7 as a result of the failure by Seller to fulfil, or to ensure such fulfilment by the Issuer at Acquired Companies, a condition set forth in this Clause 5 or prior to perform a covenant, obligation or undertaking contained in the time Agreement, Seller shall be fully liable for all Losses incurred or suffered as a result of that failure or breach. 5.9 The provisions of this Clause 5 (Conditions to Closing) and Clauses 20-22 (Announcements and confidentiality restrictions, Miscellaneous and Disputes and governing law) shall survive the termination of the ClosingAgreement pursuant to this Clause 5.

Conditions to Closing. a. 7.1 The Buyer's obligation to complete the transactions contemplated herein are conditional upon the fulfillment of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) following conditions as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatClosing: (ia) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained Seller in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied be true in all material respects with all covenants, agreements as of the Closing; (b) the covenants of the Seller and the conditions required by for the benefit of the Buyer in this Agreement to be performed, observed and satisfied or complied with by it at or prior to and as of the Closing shall have been performed, observed and satisfied in all material respects as of the Closing; (c) the receipt by the Buyer and the Seller of all required approvals for this Agreement and the transactions contemplated herein; (d) between the date hereof and the Closing, there exists no current, pending or threatened Legal Proceeding that has or could have the effect of preventing, restricting or placing conditions unacceptable to the Buyer in its sole discretion on (i) the transfer to the Buyer of the Acquired Assets free and clear of all liens, charges and encumbrances; and (ii) the completion of any other transaction contemplated herein; and (iiie) between the Issuer shall have received, at date hereof and the Closing, subscriptions for there has been no material adverse change in the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000Acquired Assets, and the purchase price related foregoing conditions shall be for the exclusive benefit of the Buyer and may be waived by it in whole or in part without prejudice to such subscriptions the non-fulfillment of any other conditions for the benefit of the Buyer or any rights or remedies available to the Buyer at law or in equity. 7.2 The Seller's obligation to complete the transactions contemplated herein are conditional upon the fulfillment of the following conditions as of the Closing: (a) the representations and warranties of the Buyer in this Agreement shall be true in all material respects as of the Closing; (b) the covenants of the Buyer and the conditions for the benefit of the Seller in this Agreement to be performed, observed and satisfied prior to and as of the Closing shall have been received by the Issuer at or prior to the time performed, observed and satisfied in all material respects as of the Closing; (c) the receipt by the Buyer and the Seller of all required approvals for this Agreement and the transactions contemplated herein, and the foregoing conditions shall be for the exclusive benefit of the Seller and may be waived by the Seller in whole or in part without prejudice to the non-fulfillment of any other conditions for the benefit of the Seller or any rights or remedies available to the Seller at law or in equity.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Acquirer to consummate the sale, purchase Transaction and issuance of the Securities pursuant to other transactions contemplated by this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be are subject to the satisfaction (or valid waiver by Acquirer) on or prior to the Issuer Closing of each of the additional following conditions thatprecedent: (i) all The representations and warranties of the Investor contained SPAC and Sponsor set forth in Sections 9 and 10 of this Agreement are Agreement, respectively, shall be true and correct in all material respects (other than except for the representations and warranties that are qualified as to materialitycontained in Sections 9(a), 9(b), 9(d), 9(e), 10(a), 10(c), and 10(g), which representations and warranties shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the such date (except those representations and warranties of the Investor contained in this Agreement that address matters only as of the Closing Date;a specified date, which shall be true and correct in all respects as of that specified date). (ii) the Investor SPAC and Sponsor shall have performed, satisfied and complied in all material respects with all covenantscovenants and agreements contained in this Agreement. (iii) SPAC and/or Sponsor shall have delivered evidence reasonably satisfactory to Acquirer that, agreements as of the Closing Date, all liabilities or obligations (absolute, accrued, contingent or otherwise), other than the Liabilities set forth on Schedule 10(k), have been paid or discharged. (iv) SPAC shall have delivered evidence reasonably satisfactory to Acquirer that BofA has waived the deferred underwriting fee pursuant to the Underwriting Agreement. (v) Sponsor shall have executed and conditions required delivered to the Acquirer stock powers and/or other instruments of transfer duly conveying the Transferred Securities to the Sponsor. (vi) SPAC shall have delivered to Acquirer the resignation of each officer and director of SPAC on the terms as set forth in Section 6 of this Agreement. (vii) Sponsor shall have obtained all requisite consents necessary for the consummation of the Transaction. (viii) SPAC shall have delivered to Acquirer a copy of the joinder to the Insider Letter duly executed by SPAC. (ix) Sponsor shall have delivered to Acquirer evidence of the termination of the Administrative Services Agreement, effective as of the Closing Date, executed by Sponsor and SPAC. (x) SPAC shall have delivered to Acquirer a copy of the joinder the Registration Rights Agreement duly executed by SPAC. (xi) The Class A Shares, warrants and units of SPAC remain listed on Nasdaq; (xii) Acquirer shall pay to Sponsor the cash portion of the Purchase Price in cash or wire transfer of immediately available funds at the Closing and shall advance to SPAC up to $50,000 to pay for expenses related to SPAC’s current SEC quarterly filing. (xiii) Prior to the Closing, Sponsor and the Directors shall have delivered notices to SPAC to convert the Retained Shares into an aggregate of 970,312 Class A Shares, and SPAC shall have delivered to SPAC’s transfer agent instructions and an opinion of counsel for all of such Retained Shares to be converted into Class A Shares. (xiv) Access to SPAC’s bank account(s) shall have been transferred to Acquirer and/or its designees. (b) The obligations of SPAC and Sponsor to consummate the Transaction and the other transactions contemplated by this Agreement are subject to be performed, satisfied the satisfaction (or complied with waiver by it at Sponsor) on or prior to the Closing; andClosing of each of the following conditions precedent: (i) The representations and warranties of Acquirer set forth in Section 11 of this Agreement shall be true and correct in all material respects (except for the representation and warranty contained in Section 11(a), which shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). (ii) Acquirer shall have performed, satisfied and complied in all material respects with all covenants and agreements contained in this Agreement. (iii) the Issuer Acquirer shall have received, at paid the Closing, subscriptions Purchase Price to Sponsor and advanced to SPAC up to $50,000 to pay for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price expenses related to such subscriptions SPAC’s current SEC quarterly filing. (iv) Acquirer shall have been received by delivered to Sponsor and SPAC a copy of the Issuer at or prior joinder to the time Insider Letter, duly executed by Xxxxxxxx. (v) Acquirer and Sponsor shall have entered into a transfer agreement acceptable to each of them which agreement will provide for a transfer of certain securities from Acquirer to Sponsor in the Closingevent that Sponsor introduces Acquirer to investors that invest up to $10 million in the Business Combination.

Conditions to Closing. a. 3.2.1 The obligation Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or the Subscriber, on the other, of the parties hereto to consummate conditions that, on the sale, purchase and issuance Closing Date: (i) No suspension of the qualification of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred. (iii) as of the Closing Date, no applicable No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining preventing or prohibiting consummation of the transactions contemplated hereby hereby. (iii) All conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement shall have been satisfied or waived by the parties thereto (other than those conditions that, by their nature, may only be satisfied at the consummation of the Transaction, but subject to satisfaction of such conditions as of the consummation of the Transaction). (iv) No Material Adverse Effect (as defined in the Transaction Agreement) shall have occurred between the date of the Transaction Agreement and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; andClosing Date that is continuing. b. 3.2.2 The obligation of the Issuer Company to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer Company of the additional conditions that, on the Closing Date: (i) all All representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties that are qualified expressly made as to materialityof an earlier date, which representations and warranties shall be true and correct in all respects) at material respects as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date). (ii) The Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement. (iii) The Subscriber shall have delivered a duly executed Registration Rights Agreement in the form of Exhibit A attached hereto (“Registration Rights Agreement”). 3.2.3 The obligation of the Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by the Subscriber of the additional conditions that, on the Closing Date: (i) All representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor Company of each of the representations representations, warranties and warranties of the Investor agreements contained in this Subscription Agreement as of the Closing Date;Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date). (ii) the Investor The Company shall have performed, satisfied and performed or complied in all material respects with all covenants, agreements and conditions covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; andSubscription Agreement. (iii) the Issuer The Company shall have received, at delivered a duly executed Registration Rights Agreement. (iv) The Company shall have filed with the Closing, subscriptions for Nasdaq Capital Market (“Nasdaq”) a notice of the purchase listing of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, the Ordinary Shares purchased hereunder (including the Warrant and the purchase price related Warrant Shares) and Nasdaq shall have raised no objection with respect thereto. (v) The Transaction Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended to such subscriptions materially adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received prior written consent as described in Section 6.5. (vi) All conditions precedent to the closing of the Transaction set forth in the Transaction Agreement shall have been received satisfied or waived by the Issuer parties thereto (other than those conditions that may only be satisfied at or prior the closing of the Transaction, but subject to the time satisfaction or waiver of such conditions as of the Closingclosing of the Transaction).

Conditions to Closing. a. (a) The obligation of each party to effect the parties hereto Exchange Transaction, and to consummate the saleexecute and deliver documents, purchase and issuance of the Securities pursuant to this Agreement on at the Closing Date is subject to the condition that satisfaction at or prior to the Closing of the following conditions: (i) as each of the Closing DateShareholder Approvals and all necessary board approvals for the Exchange Transaction, the Equity Raise, the Transaction Documents and any other transaction related thereto, shall have been obtained by the Company; (ii) the Shares shall have been approved for listing on the NYSE American, subject to official notice of issuance, and any other regulatory or governmental approval required to consummate the Exchange Transaction or the transactions contemplated under the Transaction Documents shall have been obtained by the Company; and (iii) no applicable governmental authority Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, orderdecree, law, rule injunction or regulation other order (whether temporary, preliminary or permanent) which that is then in effect and has the effect of making precludes consummation of the transactions contemplated hereby hereby. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal this Agreement, the other Transaction Documents or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and or thereby. (iib) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer Noteholders to consummate effect the sale Exchange Transaction, and issuance of the Securities to execute and deliver (or cause to be executed and delivered) documents, at the Closing pursuant to this Agreement shall be is subject to the satisfaction at or valid waiver by prior to the Issuer Closing of the additional conditions thatfollowing conditions: (i) all Concurrently or prior to the Closing, the Company shall have raised at least $156.0 million in total value from the Equity Raise, with such receipt of funds or assets not subject to any conditions precedent which have not otherwise been satisfied on the Closing, other than the concurrent consummation of the Exchange Transaction; (ii) the reincorporation of the Company in Delaware shall have occurred and the Company shall have filed the Delaware Charter with the Secretary of State of the State of Delaware and the board of directors of the Company shall have adopted amended and restated bylaws of the Company, in form and substance reasonably satisfactory to the Noteholders and their counsel; (iii) the representations and warranties of the Investor Company contained in this Agreement are Section 4 hereof shall be true and correct in all respects as of the date of this Agreement and, excepting Section 4(s) hereof, as of the Closing, with the same force and effect as though made on and as of such date; (iv) the Company shall have delivered a certificate signed on behalf of the Company by an authorized officer of the Company in the form attached hereto as Exhibit F; (v) the Company shall have delivered or paid, as applicable to the Noteholders, in accordance with Section 2(a) hereof, each of the items required to be delivered or paid by the Company pursuant to Section 2(a), in form and substance reasonably satisfactory to each of the Noteholders and their counsel (except that the intercreditor agreement with the agent under the Credit Facility shall be a customary intercreditor agreement reasonably acceptable to the Noteholders and negotiated by the Noteholders in good faith); (vi) the Company shall have performed or complied with, in all material respects respects, its covenants required to be performed or complied with as of the Closing under this Agreement, except for the covenants set forth in Section 2(a) (to the extent required to be complied with at or prior to the Closing) hereof which the Company shall have performed and complied with in all respects; (vii) no Material Adverse Effect shall have occurred since the date of this Agreement; (viii) the Company shall have paid all fees and expenses due and payable by the Company as of Closing in accordance with Section 5(f); (ix) there shall be no pending litigation and, to the knowledge of the Company, there shall be no threatened litigation, action, proceeding, investigation or labor controversy, in each case by any Governmental Authority, other than securityholder of the Company or other Person which purports to affect the legality, validity or enforceability of this Agreement or any of the Transaction Documents; and (x) no default or event of default shall (A) have occurred and be continuing under any Note Document, the Credit Facility, any loan or collateral document in connection therewith or either Indenture or (B) result from the issuance of the Second Lien Notes, the entry into any Transaction Document or the consummation of the Exchange Transaction or the other transactions contemplated under this Agreement or any Transaction Document. (c) The obligation of the Company to effect the Exchange Transaction, and to execute and deliver documents at the Closing is subject to the satisfaction at or prior to the Closing of the following additional conditions: (i) the representations and warranties that are qualified as to materiality, which representations and warranties of each Noteholder contained in Section 3(a) hereof shall be true and correct in all respects) at , and all other representations and warranties of each Noteholder contained in Section 3 hereof shall be true and correct in all material respects, on and as of the Closing Date, date hereof and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing DateClosing, with the same force and effect as though made on and as of such date (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct in all respects); (ii) the Investor each Noteholder shall have performeddelivered to the Company, satisfied and complied in all material respects accordance with all covenantsSection 2(b) hereof, agreements and conditions each of the items required by this Agreement to be performed, satisfied or complied with delivered by it at or prior such Noteholder pursuant to the ClosingSection 2(b); and (iii) the Issuer each Noteholder shall have receivedperformed or complied with, at the Closingin all material respects, subscriptions its covenants required to be performed or complied with as of Closing under this Agreement, except for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx covenants set forth in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Section 2(b) hereof which each Noteholder shall have been received by the Issuer at or prior to the time of the Closingperformed and complied with in all respects.

Conditions to Closing. a. 6.1. The obligation of the parties hereto Investor to consummate close the sale, purchase and issuance of the Securities pursuant to transaction contemplated by this Agreement on the Closing Date is subject to the condition that satisfaction on or prior to the Closing Time of the following conditions: (ia) The Company and each Aames Transaction Party shall have executed this Agreement and delivered the same to the Investor. (b) Except for the Convertible Subordinated Debentures, all outstanding options, warrants or other securities exercisable or exchangeable for or convertible into shares of capital stock of Aames Financial I shall have been terminated or shall otherwise cease to be outstanding. (c) None of SFP or any of its affiliates, shall have exercised and perfected and not otherwise effectively withdrawn or otherwise lost appraisal rights under and in accordance with Section 262 of the Delaware General Corporation Law. (d) The Investor shall have received copies of all documents and information which it may have reasonably requested in connection with the purchase and sale of the Shares. (e) The Company and each Aames Transaction Party, as applicable, shall have delivered to the Investor a certificate of its Chief Executive Officer and its Chief Financial Officer, dated as of the Closing DateTime, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has to the effect of making consummation of that, the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained Company or such Aames Transaction Party, as applicable, set forth in this Agreement are true and correct in all material respects and the conditions set forth in this Section 6.1 have been satisfied, in each case as of such date. (other than representations f) The Company shall have executed a registration rights agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) and warranties that are qualified as delivered the same to materialitythe Investor. (g) SFP shall have delivered to the Company and the Investor a letter, in form and substance satisfactory to Xxxxxx & Xxxxxxx LLP, pursuant to which SFP shall consent to the Registration Rights Agreement and shall agree not to object to the Company’s full compliance with the provisions of the Registration Rights Agreement. (h) The Company shall have successfully completed the closing of the Public Offering of Common Stock to the satisfaction of the Investor. (i) The Company shall have furnished to the Investor an opinion of Mayer, Brown, Xxxx & Maw LLP, counsel for the Company, the Subsidiaries and each of the Aames Transaction Parties, addressed to the Investor substantially to the effect set forth on Exhibit B hereto. (j) The Company shall have furnished to the Investor a letter from Mayer, Brown, Xxxx & Maw LLP, special tax counsel for the Company, the Subsidiaries and each of the Aames Transaction Parties, permitting the Investor to rely in all respects on the tax opinion delivered to the Underwriters pursuant to Section 6(b) of the Underwriting Agreement, which representations and warranties letter shall be true in form and correct substance satisfactory to Xxxxxx & Xxxxxxx LLP, counsel for the Investor. (k) The Company shall have furnished to the Investor an opinion of Xxxxxxx LLP, Maryland counsel for the Company, addressed to the Investor substantially to the effect set forth on Exhibit C hereto. (l) The Company shall have furnished to the Investor a letter from Xxxx X. Xxxxxx, Xx., Esq., the Company’s Executive Vice President, Secretary and General Counsel, permitting the Investor to rely in all respectsrespects on the licensing and regulatory opinions delivered to the Underwriters pursuant to Section 6(d) at of the Underwriting Agreement, which letter shall be in form and substance satisfactory to Xxxxxx & Xxxxxxx LLP. (m) The Company shall furnish to the Investor a letter permitting it to rely upon the opinions given in connection with the Merger Agreement, which opinions and reliance letters shall be in form and substance satisfactory to Xxxxxx & Xxxxxxx LLP. (n) Between the time of execution of this Agreement and the Closing Time, no Material Adverse Change or any development involving a prospective Material Adverse Change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole shall occur or become known. 6.2. The obligation of the Company to close the transaction contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Time of the following conditions: (a) The Investor shall have executed this Agreement and delivered the same to the Company. (b) The Investor shall have delivered to the Company a certificate of an authorized officer, dated as of the Closing DateTime, and consummation of to the Closing shall constitute a reaffirmation by the Investor of each of effect that the representations and warranties of the Investor contained in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date; (ii) Time, and the Investor shall have performed, satisfied and has complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; andClosing Time. (iiic) the Issuer The Investor shall have received, at executed a registration rights agreement substantially in the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000form attached hereto as Exhibit A, and delivered the purchase price related same to such subscriptions the Company. (d) The Company shall have been received by successfully completed the Issuer at or prior to the time closing of the ClosingPublic Offering of Common Stock. (e) The Investor shall have delivered the Purchase Price as specified in Article 3.

Conditions to Closing. a. 6.1 Conditions to Each Party's Obligation to Effect the Merger. The obligation of the parties each party hereto to consummate effect the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is Merger shall be subject to the condition that fulfillment at or prior to the Closing of the following conditions: (i1) Dynamic shall have purchased or caused to be purchased on or before December 15, 2000, 100,000 shares of Tele- Lawyer, Inc. stock at a price of $3 per share. (2) This Agreement and the transactions contemplated hereunder shall have been approved by shareholders of Dynamic in the manner required by the applicable laws of the State of Nevada and the Charter and Bylaws of Dynamic. (3) The Original Tele-Lawyer Stockholders will have executed and delivered such documents and performed such acts as reasonably required to effectuate the Merger. (4) Each party hereto shall have received from the other parties copies of all resolutions and/or consent actions adopted by or on behalf of the boards of directors and shareholders of such other parties hereto, certified as of the date of Closing Date, no applicable and evidencing approval of this Agreement and the transactions contemplated hereunder. (5) No action or proceeding before a court or other governmental body by any governmental agency or public authority shall have enacted, issued, promulgated, enforced been instituted or entered threatened to restrain or prohibit the transactions contemplated under this Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement or any judgment, order, law, rule related agreements or regulation (whether temporary, preliminary or permanent) which is then in effect the consummation of the Merger; and has no governmental agency shall have given notice to any party hereto to the effect of making that consummation of the transactions contemplated hereby illegal under this Agreement would constitute a violation of any law or otherwise restraining or prohibiting that it intends to commence proceedings to restrain consummation of the transactions contemplated hereby Merger. (6) All consents, authorizations, orders and approvals of (iior filings or registrations with) any governmental commission, board or other regulatory body or any other third party (including lenders and lessors) required in connection with the Merger Agreement by execution, delivery and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary performance of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject have been obtained or made. (7) Dynamic shall have extinguished all of its outstanding debt, including all existing notes, through a conversion to common stock or otherwise. (8) Dynamic shall have settled any outstanding claims, liabilities, actions or lawsuits to the satisfaction or valid waiver by the Issuer of the additional conditions that:Tele- Lawyer. (i9) all representations and warranties Dynamic shall have enacted through its board of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified directors a reverse split of its shares so as to materialityhave after conversion of its debt to equity at the Effective Time no more than 250,000 shares of Common Stock outstanding. (10) Dynamic shall have extinguished all of its outstanding warrants, options and any other rights to acquire any shares of its Common Stock. (11) The board of directors of Dynamic shall have created an incentive stock option plan consistent with the current Tele- Lawyer plan in which representations and warranties shall the existing option holders of Tele-Lawyer can be true and correct in all respects) at and as granted comparable rights to purchase common shares of the Closing Date, and Dynamic following consummation of the Closing Merger. (12) Dynamic shall constitute have voted to amend its articles of incorporation to change its name to Tele-Lawyer, Inc. or such other name as approved by Tele-Lawyer, and such name change shall have become effective. (13) The parties shall each will have raised at least $1,500,000 in capital through the sale of Tele-Lawyer common stock. It is acknowledged that Tele-Lawyer is in the process of raising a reaffirmation by maximum of $9 million through the Investor sale of each 3 million shares of its common stock and that such sale shall not be a violation of this agreement. (14) Tele-Lawyer shall have entered into a management agreement with Dynamic to manage its business operations at no cost to Dynamic during the representations and warranties period from the execution of this Agreement to the Investor contained in Effective Time or termination date of this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingprovided herein.

Conditions to Closing. a. Superior’s obligation to close the Redemption shall be subject to satisfaction of the following conditions prior to or concurrently with the Closing, which conditions may be waived by Levy in its sole discretion: x. Xxxx’x and Superior’s consummation of the Issuance with the New Joint Venture Partner providing for the Issuance on terms satisfactory to Levy; provided, that if this condition is not met or waived on or before the Issuance Agreement Deadline, it shall no longer be applicable unless Levy has terminated this Agreement in accordance with Section 20(f) on or before the Issuance Agreement Deadline; and ii. USC and each Joint Venture Partner, as applicable, shall have executed and delivered to Levy counterparts to each Final Form to which it is a party. b. The obligations of the Joint Venture Parties to close the Redemption shall be subject to satisfaction of the following conditions prior to or concurrently with the Closing, which conditions may be waived by USC in its sole discretion: i. the approval by the U.S. Bankruptcy Court of the entry by USC into this Agreement and the other agreements, amendments and documents contemplated herein by August 20, 2010; provided, that USC may not waive this condition; and ii. Levy, Superior and the New Joint Venture Partner, as applicable, shall have executed and delivered to USC counterparts to each Final Form to which it is a party. c. The obligation of each of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of the Closing Dateany federal, no applicable governmental authority shall have enactedstate, issuedlocal, promulgatedor non-U.S. jurisdiction wherein an unfavorable injunction, enforced or entered any judgment, order, lawdecree, rule ruling, or regulation charge would (whether temporary, preliminary or permanentA) which is then in effect and has the effect prevent consummation of making consummation any of the transactions contemplated hereby illegal by this Agreement or otherwise restraining or prohibiting consummation (B) cause any of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performedrescinded following consummation (and no such injunction, satisfied judgment, order, decree, ruling, or complied with charge shall be in effect). d. USC and each of the Joint Venture partners hereby agree to use their commercially reasonable best efforts to obtain the approval by it at or prior to the Closing; and (iii) U.S. Bankruptcy Court of the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities entry by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, USC into this Agreement and the purchase price related to such subscriptions shall have been received other agreements, amendments and documents contemplated herein by the Issuer at or prior to the time of the ClosingAugust 20, 2010.

Conditions to Closing. a. The 10.1 Seller’s obligation of to sell the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date MS Interest is subject to the condition that (i) as satisfaction of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced following conditions precedent (or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022simultaneous conditions, as amended and/or restated from time to time (the “Business Combination Agreement”applicable), pursuant to any or all of which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; andmay be waived by Seller: b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this 10.1.1 This Agreement shall be subject in full force and effect and there shall not then exist any event which would allow Seller to terminate this Agreement pursuant to the satisfaction or valid waiver express terms hereof; 10.1.2 Purchaser shall have paid to Seller the Purchase Price as directed by the Issuer Wiring Instruction Letter and shall have complied, in all material respects, with its obligations under Article 4; 10.1.3 All required consents by Lender and of BofA to the Transactions contemplated hereby, including, without limitation, the transfer of the additional conditions that: (i) all representations MS Interest to Purchaser and warranties delivery by Lender of the Investor contained Certificates, shall have been obtained or completed; 10.1.4 All of Purchaser’s representations in this Agreement are Article 5 shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date; 10.1.5 Purchaser shall not be in default in any material respect under any covenant or agreement of Purchaser contained in this Agreement; 10.1.6 Purchaser shall pay, on the Closing Date, all Transfer Taxes due and owing as of the Closing Date pursuant to Section 12.1; and 10.1.7 All other conditions set forth in this Agreement to Seller’s obligation to close shall have been satisfied. 10.2 Purchaser’s obligation to purchase the MS Interest and otherwise consummate Closing hereunder, is subject to the satisfaction of the following conditions precedent (other than or simultaneous conditions, if applicable), any or all of which may be waived by Purchaser: 10.2.1 This Agreement shall be in full force and effect and there shall not then exist any event which would allow Purchaser to terminate this Agreement pursuant to the express terms hereof; 10.2.2 Seller shall have complied, in all material respects, with its obligations under Article 3; 10.2.3 All of Seller’s representations and warranties that are qualified as to materiality, which representations and warranties in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) 10.2.4 Seller shall not be in default in any material respect under any covenant or agreement of Seller contained in this Agreement; 10.2.5 All required consents and the Investor granting of associated releases by Lender and BofA to the transactions contemplated hereby shall have performedbeen obtained pursuant to documentation reasonably acceptable to Purchaser in both form and substance, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the granting of such consents shall have been satisfied (for the avoidance of doubt, a Loan Modification shall not be a condition to Closing); 10.2.6 The Licenses shall have been issued and shall be in full force and effect, or customary bridging arrangements have been entered with respect to the preservation of the existing Licenses until the new Licenses or approvals are obtained, it being understood that this condition shall be deemed satisfied if any License has been issued, but such license is subject to revocation, cancellation, suspension or non-renewal in the event that post-licensure requirements that have not been satisfied as of Closing are not completed subsequent to Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx 10.2.7 All other conditions set forth in an amount equal this Agreement to or greater than $4,500,000, and the purchase price related Purchaser’s obligation to such subscriptions close shall have been received by the Issuer at or prior to the time of the Closingsatisfied.

Conditions to Closing. a. 7.1 Conditions to Xxxxxx'x and Shareholders' Obligations. The obligation obligations of the parties hereto Xxxxxx and Shareholders to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on effect the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be are subject to the satisfaction or valid waiver by the Issuer of the following additional conditions thaton or before the Closing Date: (ia) all The representations and warranties set forth in Article 4 of the Investor contained in this Agreement are will be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; (b) The Company shall have performed, in all material respects, each obligation and agreement and complied with each covenant to be performed and complied with by it under this Agreement prior to the Closing Date; (c) All consents by third party or governmental or regulatory agencies or otherwise that are required to be obtained by the Company for the consummation of the transactions described herein will have been obtained; (d) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree, injunction or order would prevent any of the transactions described herein or cause such transactions to be declared unlawful or rescinded; (e) At the Closing, the Company shall have delivered or caused to be delivered to Xxxxxx, on behalf of the Shareholders, the following: (i) a certificate executed on behalf of the Company stating that the conditions set forth in Sections 7.1(a) through (d) of this Agreement have been satisfied; (ii) resolutions duly adopted by the Company's Board of Directors authorizing and approving the Agreement and the execution, delivery and performance of this Agreement; (iii) good standing for the Company from the Secretary of State of the State of Florida, dated not earlier than five days prior to the Closing Date; (iv) a copy of the Company's Restated and Amended Articles of Incorporation certified as of a recent date by the Secretary of State of the State of Florida; (v) an incumbency certificate of the officers of the Company; (vi) b the Company shall have caused such person as directed by Xxxxxx on behalf of Globaltron to be appointed as a director of Company upon closing; and (vii) such other than documents as Globaltron and Xxxxxx may reasonably request in connection with the transactions described herein. 7.2 Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing are subject to the satisfaction of the following conditions on or before the Closing Date: (a) The representations and warranties that are qualified as to materiality, which representations set forth in Article 2 and warranties shall Article 3 of this Agreement will be true and correct in all respects) material respects as of the date hereof and at and as of the Closing DateDate as though then made; (b) Xxxxxx and the Shareholders shall have performed, in all material respects, each obligation and consummation of the Closing shall constitute a reaffirmation agreement and complied with each covenant required to be performed and complied with by the Investor of each of the representations and warranties of the Investor contained in them under this Agreement as of prior to the Closing Date; (c) All consents by any third party or governmental or regulatory agencies or otherwise that are required to be obtained by Globaltron and the Shareholders for the consummation of the transactions described herein will have been obtained. (d) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree, injunction or order would prevent any of the transactions described herein or cause such transactions to be declared unlawful or rescinded; (e) On the Closing Date, Xxxxxx shall have delivered to the Company the following: (i) a certificate executed on behalf of Globaltron and the Shareholders stating that the conditions set forth in Sections 7.2(a) through (d) of this Agreement have been satisfied; (ii) a good standing certificate for Globaltron from the Investor shall have performedSecretary of State of the State of Florida, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or dated not earlier than five days prior to the ClosingClosing Date; (iii) a copy of Globaltron's Articles of Incorporation certified as of a recent date by the Secretary of State of the State of Florida; and (iiiiv) copies of letter executed by all Shareholders appointing Xxxxxx as agent and attorney-in-fact (v) such other documents as the Issuer shall have received, at Company may reasonably request in connection with the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingtransactions described herein.

Conditions to Closing. a. (a) The obligation of each Subscriber hereunder to purchase the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on Units at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the applicable Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following conditions, provided that these conditions are for each Subscriber’s sole benefit and may be waived by such Subscriber at any time in its sole discretion by providing the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance Company with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatprior written notice thereof: (i) all The representations and warranties of the Investor contained in this Agreement are Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (other than except for representations and warranties that are qualified speak as to materialityof a specific date, which representations and warranties shall be true and correct in all respects) at and material respects as of such date) and the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it the Company at or prior to the ClosingClosing Date. Such Subscriber 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 such Subscriber in the form reasonably acceptable to such Subscriber; (ii) The Company shall have duly executed and delivered to such Subscriber each of the Offering Documents, except for the certificates representing the Shares, Class A Warrants, Class B Warrants and Class C Warrants, which shall be delivered in accordance with Section 1(c); (iii) Such Subscriber shall have received the opinion of the Company’s counsel, dated as of the Closing Date, in the form reasonably acceptable to such Subscriber; (iv) Since the date of first execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect; (v) 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 Offering Documents; (vi) The Company shall have delivered to such Subscriber such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Subscriber or its counsel may reasonably request; and (iiib) The obligations of the Issuer shall have received, at Company to effect the Closing, subscriptions for transactions contemplated by this Agreement with each Subscriber are subject to the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer fulfillment at or prior to each Closing Date of the conditions listed below: (i) The representations and warranties made by such Subscriber in Section 2 shall be true and correct in all material respects at the time of Closing as if made on and as of such date; and (ii) All corporate and other proceedings required to be undertaken by such Subscriber in connection with the Closingtransactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

Conditions to Closing. a. (a) This agreement comes into effect when it is filed and approved by relative Chinese authorities. In the event that it is not approved, this agreement will become null and void. (b) The obligation respective obligations of each party to effect the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is transactions contemplated herein shall be subject to the condition that satisfaction at or prior to the Closing of the following conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law: (i) as No governmental entity or federal or state court of the Closing Date, no applicable governmental authority competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, order, law, rule injunction or regulation other order (whether temporary, preliminary or permanent) ), in any case which is then in effect and has the effect of making which prevents or prohibits consummation of the transactions contemplated hereby illegal in this which is in effect and which prevents or otherwise restraining or prohibiting prohibits consummation of the transactions contemplated hereby and in this Agreement; provided, however, that the parties shall use their best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted. (ii) In the Merger Agreement manner contemplated by Section 14(c)of the Exchange Act and among New Parentthe rules and regulations promulgated thereunder, Eagle Merger Corp. the Information Statement shall have been distributed to Supcor's stockholders and Issuer, dated November 13, 2022, as amended and/or restated from the time period contemplated by Rule 14c-2(b) promulgated under the Exchange Act shall have elapsed. (c) The obligations of Supcor to time (effect the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement transactions contemplated herein shall be subject to the satisfaction at or valid waiver by prior to the Issuer Closing of the additional conditions thatfollowing conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law: (i) all Each of the representations and warranties of the Investor Sellers and Xxxxx-Xxxx contained in this Agreement are shall be true and correct in all material respects (other than as of the Closing, except that those representations and warranties that are qualified which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Supcor shall have received a certificate of the principal executive officer of Xxxxx Xxxx to materialitysuch effect. (ii) Xxxxx-Xxxx and the Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Supcor shall have received a certificate of the principal executive officer of Xxxxx Xxxx to such effect. (d) The obligations of Xxxxx-Xxxx and the Sellers to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law: (i) Each of the representations and warranties of Supcor contained in this Agreement shall be true and correct in all respects) at and material respects as of the Closing DateClosing, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the except, that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Xxxxx Xxxx shall each have received a certificate of the Investor contained in this Agreement as principal executive officer of the Closing Date;Supcor to such effect. (ii) the Investor Supcor shall have performed, satisfied and performed or complied in all material respects with all covenants, agreements and conditions covenants required by this Agreement to be performed, satisfied performed or complied with by it at on or prior to the Closing; and (iii) the Issuer . Xxxxx Xxxx shall have received, at received a certificate of the Closing, subscriptions for the purchase principal executive officer of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related Supcor to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingeffect.

Conditions to Closing. a. (a) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following conditions, provided that these conditions are for the transactions contemplated hereby Holder’s sole benefit and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall may be subject to the satisfaction or valid waiver waived by the Issuer of Holder at any time in its sole discretion by providing the additional conditions thatCompany with prior written notice thereof: (i) all The Company and the Trustee shall have executed and delivered the Indenture; (ii) The Company shall have executed and delivered the New Notes in the aggregate principal amount set forth in Schedule A; (iii) The Company shall have executed and delivered the Registration Rights Agreement; (iv) The Company shall have submitted an additional share listing application for the shares of common stock of the Company (the “Common Stock”), issuable upon conversion of the New Notes with the New York Stock Exchange and shall cause the shares of Common Stock issuable upon conversion of the New Notes to be approved by the New York Stock Exchange for listing as soon as practicable after the Closing; (v) The Company shall have obtained a Committee on Uniform Securities Identification Procedures number (“CUSIP number”) for the New Notes; (vi) The representations and warranties of the Investor contained Company in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (vii) The New Notes satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act of 1933 (the “Securities Act”); (viii) The New Notes shall have been approved for trading on The PORTAL Market; and (ix) The Company shall have received irrevocable commitments from holders of $50 million in principal amount of the Old Notes to engage in the Exchange on substantially the same terms and conditions as set forth in this Agreement. (b) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (i) Holder shall have executed and delivered to the Company the Registration Rights Agreement; (ii) The Holder shall have delivered, or caused to be delivered, to the Company (i) the Old Notes being exchanged pursuant to this Agreement in accordance with the written instructions of the Company and (ii) all documentation related to the right, title and interest in and to all of the Old Notes, and whatever documents of conveyance or transfer may be necessary or reasonably desirable to transfer to and confirm in the Company all right, title and interest in and to (free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other than adverse claim thereto) the Old Notes, including the delivery to the Company at or prior to the execution of this Agreement of a properly completed Letter of Transmittal in the form provided to the Holder; (iii) The representations and warranties that are qualified as to materiality, which representations and warranties of the Holder in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Holder shall have performed, satisfied and complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the ClosingClosing Date; and (iiiiv) the Issuer The Company shall have received, at the Closing, subscriptions for the purchase received irrevocable commitments from holders of Securities by Xxxx Xxxxxxx Xxxxxx $50 million in an principal amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingOld Notes to engage in the Exchange on substantially the same terms and conditions as set forth in this Agreement.

Conditions to Closing. a. 5.01 The obligation of the parties hereto SELLERS and PROVO to consummate the sale, purchase and issuance transactions to be performed by them in connection with the Closing are subject to satisfaction of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (ia) all The representations and warranties of the Investor contained GSTN, KIBOGA and XXXXXX set forth in this Agreement are Sections 10.03, 10.04 and 10.05 shall be true and correct in all material respects (other than representations when made and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) deemed to have been made again at and as of the Closing Date, and GSTN, KIBOGA and XXXXXX shall have performed and satisfied all obligations and conditions herein required to be performed or satisfied by each of them on or prior to the Closing. (b) By no later than July 31, 2002, PROVO, its counsel and its advisors shall have completed such financial, business, and legal "due diligence" investigations of the properties, assets, financial condition, operating results, business, business prospects and business relationships of GSTN and KIBOGA as they in their discretion shall deem appropriate, and the results of such investigations shall be satisfactory to PROVO in its sole discretion. (c) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction which has a likelihood of resulting in an unfavorable injunction, judgment, order, decree, ruling or charge that would (i) prevent consummation of the Closing shall constitute a reaffirmation by the Investor of each any of the representations and warranties material transactions contemplated by this Agreement, or (ii) cause any of the Investor contained in material transactions contemplated by this Agreement to be rescinded following consummation. (d) None of GSTN and KIBOGA shall have experienced any material adverse change to their respective assets, properties, Liabilities, business, operations, financial conditions or prospects from the date hereof and until the Closing. (e) Subject to the terms and conditions of the Merger Agreement, KIBOGA shall be merged with and into GSTN, in accordance with Delaware Law, the separate corporate existence of KIBOGA shall cease and GSTN shall continue as the surviving corporation. (f) GSTN shall have available funds equal to at least US$5,000,000 in cash to consummate the transactions hereunder, and SELLERS shall have received a certificate signed by an executive officer of GSTN, dated as of the Closing Date;, to such effect. (iig) Each of the Investor existing directors of GSTN shall have performedresigned or be removed from office without cause and SELLERS shall be entitled to appoint two (2) Board members, satisfied XXXXXX shall be entitled to appoint two (2) Board members and complied in the remaining Board member shall be an independent. (h) Each of the existing officers of GSTN shall have resigned or be removed from office without cause and ARRANGOIZ and XXXXXX shall have been appointed as Co-Presidents of GSTN. (i) GSTN shall have taken all material respects necessary actions to maintain its stock traded on the OTC Bulletin Board at the effective time of the Closing. These actions shall include, without limitation, filing with the SEC all covenantspending financial forms, agreements including, all Form 10-K and conditions Forms !0-Q required by this Agreement to be performedfiled by GSTN up to the Closing. (j) GSTN shall have completed all regulatory filings necessary or convenient for it to consummate the transactions contemplated hereby, satisfied or complied with by it including the SEC Filings. (k) GSTN, KIBOGA and XXXXXX shall have executed and delivered all of the Transaction Documents to which they are Parties. Each of SELLERS and PROVO may waive any condition specified in this Section 5.01, provided that SELLERS and PROVO execute a written waiver thereof, specifically referenced as such therein, at or prior to the Closing; and. 5.02 The obligation of GSTN to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (iiia) The representations and warranties of KIBOGA, XXXXXX XXXXX and SELLERS set forth in Sections 10.01, 10.02, 10.03 and 10.04 shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the Issuer Closing Date, and KIBOGA, XXXXXX, PROVO and SELLERS shall have received, at performed and satisfied all obligations and conditions herein required to be performed or satisfied by each of them on or prior to the Closing. (b) No action, subscriptions for the purchase suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of Securities by Xxxx Xxxxxxx Xxxxxx any federal, state, local or foreign jurisdiction which has a likelihood of resulting in an amount equal unfavorable injunction, judgment, order, decree, ruling or charge that would (i) prevent consummation of any of the material transactions contemplated by this Agreement, or (ii) cause any of the material transactions contemplated by this Agreement to or greater than $4,500,000, be rescinded following consummation. (c) PROVO and the purchase price related Subsidiaries shall not have experienced any material adverse change to such subscriptions their assets, properties. Liabilities, business, operations, financial conditions or prospects from the date hereof and until the Closing. (d) PROVO-US shall have been received incorporated by PROVO. (e) PROVO, KIBOGA, XXXXXX, and SELLERS shall have executed and delivered all of the Issuer Transaction Documents to which they are Parties. GSTN may waive any condition specified in this Section 5.02, provided that GSTN executes a written waiver thereof, specifically referenced as such therein, at or prior to the time Closing. 5.03 The obligation of KIBOGA and XXXXXX to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) The representations and warranties of PROVO, SELLERS and GSTN set forth in Sections 10.01, 10.02 and 10.05 below, shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the Closing Date, and GSTN, SELLERS and PROVO shall have performed and satisfied all obligations and conditions herein required to be performed or satisfied by each of them on or prior to the Closing. (b) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction which has a likelihood of resulting in an unfavorable injunction, judgment, order, decree, ruling or charge that would (i) prevent consummation of any of the material transactions contemplated by this Agreement, or (ii) cause any of the material transactions contemplated by this Agreement to be rescinded following consummation (c) PROVO-US shall have been incorporated by PROVO. (d) PROVO, SELLERS and GSTN shall have executed and delivered all of the Transaction Documents to which they are Parties KIBOGA may waive any condition specified in this Section 5.03, provided that KIBOGA and XXXXXX execute a written waiver thereof, specifically referenced as such therein, at or prior to the Closing.

Conditions to Closing. a. (a) The obligation of each Subscriber hereunder to purchase the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on Units at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the applicable Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following conditions, provided that these conditions are for each Subscriber’s sole benefit and may be waived by such Subscriber at any time in its sole discretion by providing the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance Company with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatprior written notice thereof: (i) all The representations and warranties of the Investor contained in this Agreement are Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (other than except for representations and warranties that are qualified speak as to materialityof a specific date, which representations and warranties shall be true and correct in all respects) at and material respects as of such date) and the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it the Company at or prior to the ClosingClosing Date. Such Subscriber 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 such Subscriber in the form reasonably acceptable to such Subscriber; (ii) The Company shall have duly executed and delivered to such Subscriber each of the Offering Documents; (iii) Such Subscriber shall have received the opinion of the Company’s counsel, dated as of the Closing Date, in the form reasonably acceptable to such Subscriber; (iv) Since the date of first execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect; (v) 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 Offering Documents; (vi) The Company shall have delivered to such Subscriber such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Subscriber or its counsel may reasonably request; and (iiib) The obligations of the Issuer shall have received, at Company to effect the Closing, subscriptions for transactions contemplated by this Agreement with each Subscriber are subject to the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer fulfillment at or prior to each Closing Date of the conditions listed below: (i) The representations and warranties made by such Subscriber in Section 2 shall be true and correct in all material respects at the time of Closing as if made on and as of such date; and (ii) All corporate and other proceedings required to be undertaken by such Subscriber in connection with the Closingtransactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Purchaser and Sellers to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be are subject to the satisfaction or valid waiver by the Issuer of the additional following conditions thatprecedent: (i) all representations and warranties MC AG shall have granted its consent to the transfer of the Investor contained 2,500 non-voting preferred registered shares of Seller 3 according to Section 3.2 of its articles of association. Such consent shall be granted substantially in the form as set out in Exhibit 3.2 (a) (i); (ii) No enforceable judgment, injunction, order or decree by any court or governmental authority in Germany or the USA shall prohibit the consummation of the transaction and (iii) Execution of an amended service agreement between MC AG and Xxxxxx Xxxxx in the form as set out in Exhibit 3.2. (a) (iii). (b) The obligation of Purchaser to consummate the Closing is subject to the satisfaction of the further following conditions precedent: (i) The board of directors of Purchaser shall have approved this Agreement are true agreement and correct the transaction contemplated hereby; (ii) The representations set forth in Section 4 below shall in all material respects (other than representations be true, correct and warranties that are qualified not misleading as to materiality, which representations and warranties shall be true and correct in all respects) if made at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (iiiii) All of the Investor shall have performed, satisfied and complied in all material respects covenants that Sellers are required to comply with all covenants, agreements and conditions required by this Agreement or to be performed, satisfied or complied with by it perform at or prior to the Closing; and Closing according to Sections 6.1, 6.3 , 6.5 and 6.8 (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000considered collectively), and the purchase price related to such subscriptions each of said covenants (considered individually), shall have been duly complied with and performed in all material respects; (iv) Each of the consents of third parties required under the agreements listed on Exhibit 3.2 (b) (iv) with respect to the waiving of termination rights under change of control clauses contained in such agreements shall have been obtained and shall be in full force and effect; (v) There shall have been no material adverse change in any of the Companies’ business, conditions, assets, liabilities, operations, financial performance or net income (or in any aspect or portion thereof) since the date hereof reducing the aggregate value of the Companies by more than USD 2,500,000. (c) To the extent permitted by applicable law, the Parties may jointly waive any conditions to Closing pursuant to Section 3.2 (a). Purchaser shall be entitled to waive the conditions to Closing pursuant to Section 3.2 (b). Any conditions to Closing shall be deemed to be waived upon completion of the Closing as set forth in Section 3.3 below. (d) The Parties shall use all commercially reasonable endeavors and shall cooperate to ensure that the conditions to Closing are fulfilled as soon as possible after the date hereof, however in any case no later than three months after the date hereof, and shall keep each other informed of the progress in satisfying the conditions to Closing. As soon as either of the Parties becomes aware that a condition to Closing has been fulfilled, it shall inform the other Parties hereof without undue delay. (e) Either Sellers or Purchaser by written notice to the other Parties may withdraw from (zurücktreten) this Agreement if not all of the conditions to Closing under Section 3.2 (a) and (b) have been fulfilled or waived at the latest three (3) months after the date hereof unless the Party claiming such withdrawal is responsible for (hat zu vertreten) the non-fulfillment of the condition(s) to Closing. Such withdrawal (Rücktritt) is only valid if the other Party has received by the Issuer at or such written notice of withdrawal (Rücktrittserklärung) prior to the time date on which the conditions to Closing have been fulfilled. In the event of a withdrawal none of the ClosingParties shall have any obligation or incur any liability towards the other Parties and the Parties herewith waive all such claims they may have against each other in connection with such withdrawal, except for any liability of any Party for breach of this Agreement prior to such withdrawal. In the event that the conditions to Closing have not been fulfilled or waived twelve (12) months after the date hereof and that neither Sellers nor Purchaser have withdrawn from this Agreement, this Agreement shall be deemed void, unless the Parties agree otherwise.

Conditions to Closing. a. The obligation several obligations of the parties hereto Underwriters hereunder are subject to consummate the sale, purchase following conditions: (a) Subsequent to the execution and issuance delivery of the Underwriting Agreement and prior to the Closing Date, (i) no downgrading shall have occurred and no notice shall have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of a possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities pursuant Act; (ii) no change, and no development involving a prospective change, shall have occurred in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus, that, in the judgment of Mxxxxx Sxxxxxx & Co. Incorporated, is material and adverse and that makes it, in the judgment of Mxxxxx Sxxxxxx & Co. Incorporated, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (iii) the Company shall have obtained an appropriate order or orders of the NCUC authorizing the issuance, sale and delivery of the Offered Securities as contemplated by this Agreement Agreement, which order or orders at the Closing Date shall be in full force and effect and shall not be contested or the subject of review or appeal. (b) The Underwriters shall have received on the Closing Date is subject a certificate, dated the Closing Date and signed by an executive officer of the Company to the condition that effect set forth in clause (ia)(i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (iiiii) above and that the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor Company contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, Date and consummation that the Company has complied with all of the Closing shall constitute a reaffirmation by the Investor of each agreements and satisfied all of the representations and warranties of the Investor contained in this Agreement as of conditions on its part to be performed or satisfied on or before the Closing Date;. (c) The Representative shall have received on the Closing Date an opinion dated the Closing Date of Fennebresque, Clark, Sxxxxxxx & Hay, counsel to the Company, to the effect that (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of North Carolina, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified and in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performedhas been duly authorized, satisfied or complied with executed and delivered by it at or prior to the Closing; andCompany; (iii) the Issuer shall Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether considered in a proceeding at law or in equity); (iv) the Offered Securities have receivedbeen duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether considered in a proceeding at law or in equity); (v) the Closing, subscriptions for execution and delivery by the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, the Indenture and the Offered Securities will not contravene, conflict with, result in a breach of or constitute a default under any provision of (A) applicable law (assuming compliance with all applicable state securities or Blue Sky laws), (B) the amended and restated charter or the by-laws of the Company, (C) to the best of such counsel's knowledge after due inquiry, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries is a party that is material to the Company and its subsidiaries, taken as a whole or (D) to the best of such counsel's knowledge after due inquiry, any judgment, order or decree of any governmental body, agency or court applicable to the Company or any subsidiary; (vi) the NCUC has issued an appropriate order or orders with respect to the issuance and sale of the Offered Securities in accordance with the Underwriting Agreement; such order or orders are in full force and effect and are sufficient to authorize such issuance and sale as contemplated by the Agreement; the issuance and sale of the Offered Securities are in conformity with the terms of such order or orders; no challenge to or appeal of such order or orders after the date of issuance of the Offered Securities can affect the validity of the Offered Securities; and no other authorization, approval or consent of any other governmental body or agency is legally required for the issuance and sale of the Offered Securities as contemplated by the Underwriting Agreement, except (A) as may be required under the state securities or Blue Sky laws in connection with the purchase price related and distribution of the Offered Securities by the Underwriters, (B) registration of the Offered Securities under the Securities Act and (C) as may be required by any securities exchange on which the Offered Securities may be listed; (vii) the statements in the Prospectus under the captions "Description of Debentures," "Description of Debt Securities," "Underwriting" and "Plan of Distribution," in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such subscriptions shall have been received by legal matters, documents and proceedings and fairly summarize the Issuer at or prior matters referred to therein; (viii) to the time best of such counsel's knowledge after due inquiry, such counsel does not know of any statutes, regulations, contracts or other documents that are required to be described in the Closing.Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required;

Conditions to Closing. a. (a) The Company's obligation to complete the purchase and sale of the parties hereto Shares and deliver stock certificate(s) for the Shares to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date Purchaser is subject to the condition that (i) as fulfillment to the Company's satisfaction on or prior to the Closing of the Closing Datefollowing conditions, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) of which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall may be subject to the satisfaction or valid waiver waived by the Issuer of the additional conditions thatCompany: (i) all representations and warranties The receipt by the Company of the Investor contained in an executed copy of this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing DatePurchaser; (ii) The receipt by the Investor shall have performedCompany of immediately available funds in the full amount of the purchase price for the Shares being purchased by the Purchaser as set forth in the Agreement (the "Purchase Price"), satisfied in accordance with the wire transfer instructions delivered by the Company pursuant to Section 2.1(b); (iii) The receipt by the Company of at least $25,000,000 for the Shares being purchased by all investors in the Offering (the "Investors"); (iv) The Purchaser's performance, satisfaction, and complied compliance, in all material respects respects, with all covenants, agreements and conditions required by Section 4 of this Agreement at or prior to the Closing Date; (v) The representations and warranties of the Purchaser made pursuant to Section 4 shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date; and (vi) No statute, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority or competent jurisdiction and shall be in effect which prohibits the consummation of the transactions contemplated by this Agreement. (b) The Purchaser's obligation to complete the purchase and sale of the Shares is subject to the fulfillment of the Purchaser's satisfaction, on or prior to the Closing, of all the following conditions, any of which may be waived by the Purchaser: (i) The receipt by the Purchaser of an executed copy of this Agreement by the Company; (ii) The Company's performance, satisfaction, and compliance, in all material respects, with all covenants, agreements and conditions required by Section 3 of this Agreement to be performed, satisfied or complied with by it at or prior to the ClosingClosing Date; (iii) The representations and warranties of the Company hereunder shall be true and correct in all material respects as of the Closing Date as though made at that time, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date; (iv) The delivery by the Company to the Purchaser of an opinion, dated as of the Closing Date, from Cooley Godward LLP, counsel to the Company, in the form attached as Axxxxxxx A hereto; (v) The receipt by the Company of at least $25,000,000 for the Shares being purchased by all the Investors; (vi) The Company's delivery to its transfer agent of irrevocable instructions to issue to the Purchaser or in such nominee name(s) as designated by the Purchaser in writing such number of Shares set forth in the Agreement or, if requested by the Purchaser, one or more certificates representing such Shares; and (iiivii) the Issuer shall have receivedNo statute, at the Closingregulation, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to executive order, decree, ruling or greater than $4,500,000, and the purchase price related to such subscriptions injunction shall have been received enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be in effect which prohibits the Issuer at or prior to the time consummation of the Closingtransactions contemplated by this Agreement.

Conditions to Closing. a. (i) The obligation of the parties hereto Holders hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition satisfaction, at or before the Closing Date, of each of the following conditions; provided that these conditions are for each of the Holders’ sole benefit and may be waived by such Holder at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered this Agreement to the Holders; (b) The Company and the Trustee shall have executed and delivered the Indenture and delivered an executed copy thereof to the Holders; (c) The Company shall have executed and delivered to the Holders the Holder New Notes in the aggregate principal amount set forth in Section 1.1; (d) The transactions contemplated by the Other Agreements, including the exchange of all of the Outstanding Notes held by the Other Holders for New Notes, shall be consummated contemporaneously with the Closing; (e) The Company shall have submitted an additional share listing notification form (the “Nasdaq Application”) (along with any required supporting documentation) for the shares of the Company’s Common Stock, $.001 par value per share, (“Common Stock”) issuable upon conversion or redemption of the New Notes, including the Holder New Notes, with the NASDAQ Capital Market and received acceptance of such Nasdaq Application from the Nasdaq Listing Department; (f) The Company shall have delivered to the Holders a certificate of the Company, dated the Closing Date, executed by the secretary of the Company certifying in such capacity and on behalf of the Company (i) as to the incumbency and signature of the officer of the Company who executed this Agreement and the Holder New Notes; (ii) as to the adoption of resolutions of the board of directors of the Company (the “Board of Directors”) which are in full force and effect on the Closing Date, no applicable governmental authority shall have enactedauthorizing (x) the execution and delivery of this Agreement, issuedthe Indenture and the New Notes, promulgated, enforced or entered any judgment, order, law, rule or regulation and (whether temporary, preliminary or permanenty) which is then in effect and has the effect of making consummation performance of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation obligations of the transactions contemplated hereby Company hereunder and thereunder; (iiiii) as to the Merger Agreement by Company’s Amended and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022Restated Certificate of Incorporation, as amended and/or restated from time to time and in effect as of the Closing Date (the “Business Combination AgreementCertificate of Incorporation”); and (iv) the Company’s Second Amended and Restated Bylaws, pursuant to which as in effect as of the Issuer will become a wholly-owned subsidiary of New Parent Closing Date (the “Business CombinationBylaws”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that:; (ig) all The representations and warranties of the Investor contained Company in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Company shall have performed, satisfied and complied in all material respects with all of the covenants, agreements and conditions required by this Agreement on its part to be performed, satisfied or complied with by it at or prior to the Closing Date, and the Company shall have delivered to the Holders a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated the Closing Date, to the foregoing effect; (h) Simultaneously with the Closing, the Company shall have issued an aggregate principal amount of New Notes that, including the Holder New Notes together with the other New Notes issued to the Other Holders, equals $10,013,000; (i) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall have been no suspension or material limitation of trading in the Common Stock on the NASDAQ Capital Market; (j) The Company shall have obtained a Committee on Uniform Securities Identification Procedures number (CUSIP number) for the New Notes; and (iiik) the Issuer The Company shall have receiveddelivered to the Holders the opinion of Xxxxx Xxxxxxx LLP, dated as of the Closing Date, in substantially the form of Exhibit B attached hereto. (ii) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, subscriptions of each of the following conditions, provided that these conditions are for the purchase of Securities Company’s sole benefit and may be waived by Xxxx Xxxxxxx Xxxxxx the Company at any time in an amount equal to or greater than $4,500,000, and its sole discretion by providing the purchase price related to such subscriptions Holders with prior written notice thereof: (a) The Holders shall have been received by the Issuer at or prior executed and delivered to the time of Company this Agreement; and (b) The Holders shall have delivered, or caused to be delivered, to the ClosingCompany the Holder Outstanding Notes being exchanged pursuant to this Agreement.

Conditions to Closing. a. 10.1. The obligation obligations of the parties hereto Buyer to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated by this Agreement on the Closing Date is shall be subject to the condition that satisfaction, fulfillment or written waiver by Buyer, at or prior to the Closing, of each of the following conditions: (i) The representations and warranties of Seller set forth in Article 6 that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Closing, with the same force and effect as if made as of the Closing or, in the case of representations and warranties which address matters only as of a particular date, as of such date; (ii) the covenants and agreements set forth in this Agreement to be performed or complied with by Seller at or prior to the Closing shall have been performed or complied with in all material respects and (iii) Buyer shall have received a certificate of Seller, dated as of the Closing Date, no applicable governmental authority certifying as to the matters set forth in clauses (i) and (ii) of this Article 10.1(a). b) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) Governmental Order which is then in effect and has the effect of making consummation of the transactions contemplated hereby by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated hereby by this Agreement. c) All consents and approvals of Governmental Entities and other third parties necessary for consummation of the transactions contemplated by this Agreement shall have been obtained. d) The closing (iithe “SRA Closing”) of the Merger Agreement transactions in connection with the Repurchased Shares contemplated by the share repurchase agreement dated as of the date hereof by and among New ParentDGTH, Eagle Merger Corp. Xxxxxxx Xxxxxx and Issuer, dated November 13, 2022, as amended and/or restated from time to time Xxxxxx Xxxxxxx (the “Business Combination Share Repurchase Agreement”), pursuant ) shall have occurred substantially simultaneously with the Closing hereunder and the relevant purchase price in Euro shall have been paid to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated Xxxxxxx Xxxxxx and Xxxxxx Xxxxxxx in accordance immediately available funds with its terms; and b. The obligation value date as of the Issuer Closing Date or before. e) The Demerger shall have been consummated. f) The Lease Agreement shall have been executed by each of the parties thereto. 10.2. The obligations of Seller to consummate the sale and issuance of the Securities at the Closing pursuant to transactions contemplated by this Agreement shall be subject to the satisfaction satisfaction, fulfillment or valid written waiver by Seller, at or prior to the Issuer Closing, of each of the additional conditions thatfollowing conditions: (i) all The representations and warranties of the Investor contained Buyer set forth in this Agreement are true and correct in all material respects (other than representations and warranties Article 7 that are qualified as to materialitymateriality shall be true and correct, which representations and warranties those not so qualified shall be true and correct in all material respects, as of the Closing, with the same force and effect as if made as of the Closing or, in the case of representations and warranties which address matters only as of a particular date, as of such date; (ii) the covenants and agreements set forth in this Agreement to be performed or complied with by Buyer at or prior to the Closing shall have been performed or complied with in all material respects and (iii) Seller shall have received a certificate of Buyer, dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this Article 10.2(a). b) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement. c) All consents and approvals of Governmental Entities or other third parties necessary for consummation of the transactions contemplated by this Agreement shall have been obtained. d) The SRA Closing shall constitute a reaffirmation have occurred substantially simultaneously with the Closing hereunder. e) The Demerger shall have been consummated. f) The Lease Agreement shall have been executed by the Investor of each of the representations and warranties parties thereto. g) A dividend or dividends in order to transfer the Excess Cash (net of the Investor contained in this Agreement as of the Closing Date; (iiany withholding tax) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions DGTH shall have been received by the Issuer at or prior to the time of the Closingdistributed.

Conditions to Closing. a. The obligation obligations of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated by this Agreement on in connection with the Closing Date is are subject to the condition that (i) as satisfaction of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation following conditions: (whether temporary, preliminary or permanenta) which is then in effect The representations and has the effect warranties of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated parties set forth in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations when made and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at deemed to have been made again at, and as of of, the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations parties shall have performed and warranties satisfied all obligations and conditions herein required to be performed or satisfied by each of them on or prior to the Closing. (b) Intentionally left blank. (c) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction which has the likelihood of resulting in an unfavorable injunction, judgment, order, decree, ruling or charge that would (i) prevent consummation of any of the Investor contained in material transactions contemplated by this Agreement as of the Closing Date; Agreement, or (ii) cause any of the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required transactions contemplated by this Agreement to be performedrescinded following consummation. (d) Frontline will have received a fairness opinion from a third party evaluation or investment banking firm that states the transactions contemplated by this Agreement are financially fair to the shareholders of Frontline. (e) Frontline shall have appointed Arrangoiz, satisfied or complied Requejo, and an independent director of Sellers' choosing to its Board of Directors, which shall be comprised of seven (7) total members. (f) Frontline shall have received approval of this Agreement and the transactions contemplated hereby from a majority of its Board of Directors. (g) Each of the parties shall have completed all regulatory filings necessary for it to consummate the transactions contemplated by the terms of this Agreement, except for those filings permitted to be effected prior to the Conversion Date. (h) Frontline shall have arranged for a debt financing (the "Bridge Loan"), in a principal amount of no less than five hundred thousand Dollars ($500,000), which shall close simultaneously with the Closing. The terms and conditions of the Bridge Loan shall be previously approved by it Provo and Sellers. The use of proceeds of the Bridge Loan shall be as set forth in Exhibit B. Each of the parties hereto may waive any conditions specified in this Section 4.01, provided that the party so waiving any such condition shall execute a written waiver thereof at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.

Conditions to Closing. a. Notwithstanding anything herein to the contrary: (a) The obligation obligations of the parties hereto each of Buyer and Seller to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid or, to the extent permitted by applicable law, waiver by the Issuer of each of the additional conditions thatfollowing conditions: (i) No case shall have been commenced by or against any of the Resolve Loan Parties under the Bankruptcy Code; (ii) The Article 9 Sale shall not have been enjoined by a court of competent jurisdiction; (iii) None of the Resolve Entities’ shall have revoked the Disposition Agreement prior to the Closing Date and Time; and (iv) No secured creditor of any of the Resolve Loan Parties (other than Keltic Financial Partners, LP or its affiliates) or any governmental authority that, in either such case, is owed (or reasonably claims to be owed) more than $500,000 shall have challenged in writing the Article 9 Sale, whether or not such challenge is asserted by the filing of a lawsuit; (b) The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction or, to the extent permitted by applicable law, waiver of each of the following conditions: (i) Buyer shall have complied, in all material respects, with all covenants and agreements of Buyer set forth herein; (ii) The representations and warranties of the Investor contained Buyer set forth in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties Section 12 hereof shall be true and correct in all material respects; (iii) at and Seller shall have received a certificate of Buyer, dated as of the Closing DateDate and Time, and consummation executed by a duly authorized officer of Buyer, certifying the satisfaction of the conditions set forth in clauses (b)(i) and (b)(ii) of this Section 11; (iv) Buyer shall have delivered all of the Buyer Closing Deliveries, duly executed by an authorized representative of Buyer; (v) Buyer shall constitute a reaffirmation have executed and delivered to Seller the acknowledgement to the Xxxx of Sale; and (vi) Buyer shall have requested an increase in the Term Loan Commitments under the Buyer Credit Facility as provided in Section 3 hereof and at least ten (10) business days shall have elapsed following such request. (c) The obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or, to the extent permitted by the Investor applicable law, waiver, of each of the representations following conditions: (i) Seller shall have complied, in all material respects, with all covenants and warranties agreements of the Investor contained in this Agreement as of the Closing DateSeller set forth herein; (ii) the Investor The representations and warranties of Seller set forth herein shall have performed, satisfied be true and complied correct in all material respects with respects; (iii) Seller shall have given Notice of the Article 9 Salepursuant to Section 4 of this Agreement; (iv) Buyer shall have received a certificate of Seller, dated as of the Closing Date and Time, executed by a duly authorized officer of Seller, certifying the satisfaction of the conditions set forth in clauses (c)(i), (c)(ii) and (c)(iii) of this Section 11; (v) Seller shall havedelivered all covenants, agreements documents and conditions instruments required by this Agreement to be performeddelivered by Seller hereunder, satisfied or complied with duly executed by it at or prior an authorized representative of Seller, including all documentation required for Seller to become a Lender under the ClosingBuyer Credit Facility; (vi) Seller has delivered the Xxxx of Sale, duly executed by an authorized representative of Seller; and (iiivii) The sum of the Issuer shall have receivedLoan Obligations, at plusthe Cut-Off Time OD plusthe Float does not exceed $30,000,000 plusthe amount, if any, of the Closing, subscriptions for draws on the purchase Resolve Letters of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, Credit made after the date of this Agreement and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time Closing Date and Time; provided that, if sum of the ClosingLoan Obligations, plusthe Cut-Off Time OD plusthe Float exceeds $30,000,000 plusthe amount, if any, of the draws on the Resolve Letters of Credit made after the date of this Agreement and prior to the Closing Date and Time (such excess being, the “Overage”), Seller shall have the option, in its sole discretion, without any obligation to do so, to require Buyer to consummate the sale transaction contemplated herein by agreeing not to require Buyer to pay the Overage as consideration for the sale of the Assets.

Conditions to Closing. a. The obligation of the parties hereto Company to consummate enter into and complete the sale, purchase and issuance of Closing are subject to the Securities pursuant fulfillment on or prior to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Datefollowing conditions, no applicable governmental authority shall have enacted, issued, promulgated, enforced any one or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) more of which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall may be subject to the satisfaction or valid waiver waived by the Issuer of the additional conditions thatCompany: (ia) all The representations and warranties of the Investor Purchaser contained in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (other than except that representations and warranties that are qualified made as to materiality, which representations and warranties of a specific date shall be true and correct in all respects) at and as of material respects on such date); the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Purchaser shall have performed, satisfied performed and complied with in all material respects with all covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by it at on or prior to the ClosingClosing Date; andand the Purchaser shall have delivered to the Company a certificate, dated the date of the Closing Date and signed by an executive officer of the Purchaser, to the foregoing effect. *CONFIDENTIAL TREATMENT REQUESTED (iiib) No Action shall be pending or threatened by any Governmental Authority or any other party against the Issuer shall have receivedCompany or any of its directors or the Purchaser, at which Action is reasonably likely to (i) restrain or prohibit the Closingconsummation of any of the transactions contemplated by the Transaction Agreements or (ii) result in damages that alone or together with the costs and expenses of defending such Action are material in relation to the Company and its Subsidiaries, subscriptions for the purchase taken as a whole. (c) No Requirement of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to Law or greater than $4,500,000, and the purchase price related to such subscriptions Order shall have been received enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the transactions contemplated by the Issuer Transaction Agreements. (d) A period of at least ten (10) days shall have elapsed since the mailing by the Company of the Company Stockholder Notice and the issuance by the Company of the NASDAQ Announcement, in each case, in accordance with Section 5.5. (e) The parties shall have received all approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by the Transaction Agreements, which are either specified in Schedule 3.4 of the Company Disclosure Letter or otherwise required to be obtained prior to the time Closing by applicable Requirements of the ClosingLaws.

Conditions to Closing. a. The obligation Unless waived by the Managers, the several obligations of the parties hereto Underwriters hereunder are subject to consummate the sale, purchase and issuance accuracy of the Securities pursuant representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance by the Company of all the obligations to be performed by it under this Agreement on or prior to the Closing Date and the satisfaction of the following conditions: (a) Subsequent to the Applicable Time and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus, that, in the judgment of the Managers, is material and adverse and that makes it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and the Managers shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by either the chief executive officer or chief financial officer of the Company, to the foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained herein are true and correct as of the Closing Date and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. The officer making such certificate may rely upon the best of his knowledge as to proceedings threatened. (c) The Managers shall have received on the Closing Date is subject an opinion of Xxxxx X. Xxxxx, Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the condition that (i) as of Underwriters), dated the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has addressed to the Managers to the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (iias applicable) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations Company and warranties Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Investor contained State of Kansas and is duly qualified to transact business and is in this Agreement as good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Closing DateCompany and its subsidiaries, as a whole); (ii) all of the Investor issued shares of capital stock of the Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in the Time of Sale Prospectus and the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall have performed, satisfied state that he believes that both the Managers and complied he are justified in all material respects with all covenants, agreements relying upon such opinions and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; andcertificates); (iii) the Issuer shall Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have receivedbeen duly and validly authorized and issued and are fully paid and non-assessable; (iv) each of the indenture dated as of August 1, at 1998 (the Closing“Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, subscriptions as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Xxxxxx Trust and Savings Bank, as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by [ ] indentures supplemental thereto (such Mortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the supplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (the “Supplemental Indenture”) (the Mortgage, as so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (v) assuming the due authorization, execution and delivery by the other parties thereto, the Amended Mortgage constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (vi) the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Amended Mortgage have been duly paid; (vii) the Company has good and sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in such counsel’s opinion, do not interfere with the Company’s business, (b) minor defects, irregularities and deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such property and rights of- way for the purchase of Securities purposes for which they are held by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000the Company, and (c) other permitted liens as defined in the purchase price related Amended Mortgage; subject to such subscriptions shall have been received the qualifications set forth in this Section 4(c)(vii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Issuer Company, which properties and franchises include all the physical properties and franchises of the Company (other than classes of property expressly excepted in the Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at or prior to the time of the Closing.acquisition thereof by the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) the Offered Securities have been duly authorized, executed, and delivered by the Company; (xi) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage, the Offered Securities will be valid and binding obligations of the Company, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xii) this Agreement has been duly authorized, executed and delivered by the Company; (xiii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, and the Unit Agreement provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xiv) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xv) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvi) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xvii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xiii) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities;

Conditions to Closing. a. 3.2.1 The obligation Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or the Subscriber, on the other, of the parties hereto to consummate the saleconditions that, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that Date: (i) as No suspension of the Closing Datequalification of the Shares for offering or sale or trading in any jurisdiction, no applicable or initiation or threatening of any proceedings for any of such purposes, shall have occurred. (ii) No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining preventing or prohibiting consummation of the transactions contemplated hereby hereby. (iii) All conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the Transaction, but subject to satisfaction of such conditions as of the consummation of the Transaction). (iv) No Material Adverse Effect (as defined in the Transaction Agreement) shall have occurred between the date of the Transaction Agreement and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; andClosing Date that is continuing. b. 3.2.2 The obligation of the Issuer Company to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer Company of the additional conditions that, on the Closing Date: (i) all All representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties that are qualified expressly made as to materialityof an earlier date, which representations and warranties shall be true and correct in all respects) at material respects as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date). (ii) The Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement. (iii) The Subscriber shall have delivered a duly executed Registration Rights Agreement in the form of Exhibit A attached hereto (the “Registration Rights Agreement”). 3.2.3 The obligation of the Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by the Subscriber of the additional conditions that, on the Closing Date: (i) All representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor Company of each of the representations representations, warranties and warranties of the Investor agreements contained in this Subscription Agreement as of the Closing Date;Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date). (ii) the Investor The Company shall have performed, satisfied and performed or complied in all material respects with all covenants, agreements and conditions covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; andSubscription Agreement. (iii) the Issuer Pubco shall have received, at delivered a duly executed Registration Rights Agreement. (iv) Pubco shall have filed with the Closing, subscriptions Nasdaq Capital Market (“Nasdaq”) an application for the purchase listing of Securities by Xxxx Xxxxxxx Xxxxxx the Shares and Nasdaq shall have raised no objection with respect thereto. (v) The Transaction Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended to materially adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent. (vi) All conditions precedent to the closing of the Transaction set forth in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Transaction Agreement shall have been received by satisfied or waived (other than those conditions that may only be satisfied at the Issuer at or prior closing of the Transaction, but subject to the time satisfaction or waiver of such conditions as of the Closingclosing of the Transaction).

Conditions to Closing. a. The obligation (a) All obligations of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to NVH under this Agreement on the Closing Date is are subject to the condition that (i) as fulfillment, on or before the Closing, of each of the Closing Datefollowing conditions, no applicable governmental authority shall have enacted, issued, promulgated, enforced any one or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) all of which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement may be waived by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatNVH: (i) all The Board of Directors of NVH shall have approved the execution of this Agreement and the related Exhibits, and the consummation of the transactions described therein. (ii) The representations and warranties of the Investor Xxxxx and Merus contained in this Agreement are or in any certificate or document delivered in connection with this Agreement shall be true and correct in all material respects (other than as of the time of the Closing as though such representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) were made at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date;such time. (iiiii) the Investor Xxxxx and Merus shall have performed, satisfied performed and complied in all material respects with all covenants, covenants and agreements and conditions required by this Agreement Agreement. (iv) Xxxxx and Merus shall have executed and delivered all of the Exhibits referred to in this Agreement. (v) The Escrow Agent shall have executed the Escrow Agreement. (vi) Each of Target Growth, Aspen Value and Xxxxx Xxxxxx shall have executed and delivered investment letters in similar form and substance to that of Exhibit "I". (vii) Fully executed stipulations of dismissal in the form attached hereto as Exhibit "J" have been delivered to NVH with respect to the Xxxxx Oregon, Xxxxx Delaware, and NVH Delaware cases. (viii) Xxxxx shall have delivered the Lockup Shares to the Escrow Agent to be performedheld in accordance with the Escrow Agreement, satisfied or complied together with by it at or prior fully executed stock powers enabling transfer. (ix) Xxxxx shall have delivered the Return Shares to NVH for cancellation. (x) Xxxxx shall have delivered the Balance Shares, together with executed irrevocable stock powers enabling transfer together with executed irrevocable stock powers enabling such cancellation. (xi) Xxxxx and Merus shall have executed a General Release in favor of NVH and a General Release in favor of Webmodal, Inc. (xii) Xxxxx and Merus shall have executed the Note. (b) All obligations of Xxxxx and Merus under this Agreement are subject to the fulfillment, on or before the Closing; and, of each of the following conditions, any one or all of which may be waived by Xxxxx or Merus: (i) The representations and warranties of NVH contained in this Agreement or in any certificate or document delivered in connection with this Agreement shall be true in all respects as of the time of the Closing as though such representations and warranties were made at and as of such time. (ii) NVH shall have performed and complied in all material respects with all covenants and agreements required by this Agreement. (iii) the Issuer NVH shall have receivedexecuted and delivered all of the Exhibits referred to in this Agreement. (iv) Fully executed stipulations of dismissal in the form attached hereto as Exhibit "J" have been delivered to NVH with respect to the Xxxxx Oregon, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000Xxxxx Delaware, and the purchase price related to such subscriptions NVH Delaware cases. (v) The Escrow Agent shall have been received by executed the Issuer at or prior Escrow Agreement. (vi) NVH shall have transferred the Resolution Shares in the manner required hereunder. (vii) NVH shall have transferred the Liquidity Shares in the manner required hereunder. (viii) NVH shall have executed a General Release in favor of Xxxxx. (ix) NVH shall have made the advance and paid the accrued salary required hereunder. (x) Xxxxx shall have delivered the Xxxxxx Shares to the time of the ClosingXxxxx Xxxxxx.

Conditions to Closing. a. The (a) Buyer’s obligation of to purchase the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date Property is subject to the satisfaction of the following conditions precedent on or as of Closing, unless an earlier date is specified in this Agreement: (a) Seller’s representations and warranties set forth in this Agreement are materially true, complete and correct; (b) Seller has materially performed all of its obligations to be performed by Seller hereunder and has satisfied its covenants set forth herein; (c) Escrow Agent shall be unconditionally committed as of Closing to issue to Buyer an ALTA extended owner’s policy of title insurance, with coverage in the amount of the Purchase Price and insuring good and marketable fee simple title to the subject Area free and clear of all matters except the Permitted Exceptions (the “Title Policy”); (d) there shall be no material adverse change in the condition that of or conditions affecting the Property not caused by Buyer, including, but not limited to, material adverse conditions relating to (i) as of the Closing Dateenvironmental conditions, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) access, (iii) the Merger availability, adequacy and reasonable cost (other than Buyer’s construction costs) of or for all utilities that will be necessary to serve Buyer’s proposed development, or (iv) fees or costs imposed by any governmental authority; and (e) all Objections have been satisfied or waived. At any time or times on or before the date specified for the satisfaction of any condition, Buyer may elect to waive the benefit of any such condition set forth in this Section 8 as to any or all of the Property; provided that any such written waiver to be binding must specifically refer to this Section 8 to be effective as a waiver of any such condition. In the event any of the conditions set forth in this Section 8 are neither waived nor fulfilled for any reason other than default by Buyer, Buyer may terminate this Agreement, in which event the Deposit and Additional Deposit shall be returned to Buyer, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive termination. Notwithstanding the foregoing sentence, in the event any condition is not satisfied as a result of Seller’s default, Buyer reserves any rights and remedies as are afforded Buyer pursuant to the terms of Sections 10 and 17. (b) Seller’s and Buyer’s obligations under this Agreement by are further subject to Seller and among New Parent, Eagle Merger Corp. Buyer mutually executing an agreement pertaining to the environmental condition of the Property and Issuer, dated November 13, 2022, as amended and/or restated from time the costs and responsibilities to time be allocated between the parties in connection with that condition (the “Business Combination Remediation Agreement”)) during the Primary Contingency Period. The parties shall negotiate the Remediation Agreement in good faith. If, pursuant to which on or before the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation expiration of the Issuer Primary Contingency Period, despite their good faith efforts to consummate do so, Buyer and Seller have not agreed to and executed the sale Remediation Agreement, then either party shall have the right to terminate this Agreement, and issuance neither party shall have any further rights or obligations hereunder, except for those which expressly survive. The Remediation Agreement shall provide for, among other things, the following after the Closing of Area D (except items (ix) and (x) below which shall begin at execution of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that:Remediation Agreement): (i) all representations and warranties Seller shall agree to complete the remediation of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation or mitigation activities required by the Investor groundwater plume containing chlorinated solvent impacts generally located in the northeast portion of each of Area D at the representations and warranties of the Investor contained in this Agreement as of Property (the Closing Date“Chlorinated Solvent Contamination”); (ii) Seller’s agreement to indemnify, defend, and hold Buyer harmless from and against any and all claims, proceedings, lawsuits, causes of action, governmental agency orders or directives, demands, actions, judgments, fines, settlements, liens, penalties, taxes, oversight costs, damages, costs and expenses (including assessment, remedial, removal, response, abatement, clean-up and monitoring costs and the Investor shall have performedfees charged by governmental agencies, satisfied reasonable attorneys’ fees and complied in all material respects with all covenants, agreements legal costs and conditions required by this Agreement consultant and expert fees of whatever kind or nature) resulting from or relating to be performed, satisfied failure of Seller to complete remediation or complied with by it at or prior to other appropriate mitigation of the Closing; andChlorinated Solvent Contamination; (iii) Seller’s obligations with respect to the Issuer Chlorinated Solvent Contamination shall terminate upon delivery to Buyer of a Certificate of Completion from IDEM, a Covenant Not To Xxx from the State of Indiana, a No Further Action letter, or its substantial equivalent with respect to the Chlorinated Solvent Contamination, or such other determination by IDEM that any corrective action obligations under applicable environmental laws to eliminate exposure pathways that may exist to the Chlorinated Solvent Contamination have received, at the Closing, subscriptions been completed; (iv) Buyer’s reasonable approval as to any plans and specifications for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal Seller’s remediation and/or mitigation work with respect to or greater than $4,500,000the Chlorinated Solvent Contamination, the applicable consultants and contractors for completion thereof, and a schedule for implementing such work; (v) Buyer shall agree to remediate, mitigate, or manage the purchase price related to such subscriptions shall have been received by solid waste and/or soil impacted with various contaminants of concern on Area D other than the Issuer at or prior to Chlorinated Solvent Contamination described above (the time “Other Known Environmental Conditions”). “Other Known Environmental Conditions” means the presently existing environmental condition of the Closing.Property as known by, disclosed to, or reported to IDEM (as hereinafter defined) or as indicated by, identified by, or contained in the documents listed in the schedule attached hereto as Exhibit B and incorporated herein by this reference, the Reports, or the documents provided to Buyer during the Primary Contingency Period;

Conditions to Closing. a. The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject In addition to the condition that (i) as conditions set forth in Section 2 of this Agreement, the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect --------- obligations of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to each Party under this Agreement shall be subject to the prior satisfaction or valid waiver by the Issuer of each of the additional conditions thatfollowing conditions: (ia) all There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction barring the consummation of any of the transactions contemplated by this Agreement; (b) There shall not have occurred any MAE with respect to the Basis Assets, the Xxxxxx Assets or the Business of Basis and the Xxxxxx Entities since December 31, 1995; (c) The representations and warranties of the Investor contained in this Agreement are each Party shall have been true and correct in all material respects (other than representations on the date when made and warranties that are qualified as to materiality, which such representations and warranties shall be true and correct in all respects) at on and as of the Closing DateDate (except those, if any, expressly stated to be true and consummation of correct at an earlier date), with the Closing shall constitute a reaffirmation by the Investor of each of the same force and effect as though such representations and warranties of the Investor contained in this Agreement had been made on and as of the Closing Date; (d) All consents, permits, approvals and other actions of any Person required for the lawful transfer, conveyance and assignment to Genesis OLP of the Assets (except (i) consents for the assignment of government leases that are customarily obtained after the Closing of a sale of these type of assets and (ii) consents the Investor failure to obtain that will not individually or in the aggregate have a MAE on Genesis OLP, Genesis MLP or the Business); (e) Genesis OLP shall have performedreceived a full release of all Liens encumbering the Xxxxxx Assets in favor of Banc One, Texas, N.A.; such release to be in a form reasonable acceptable to Genesis OLP; (f) Each Party shall have performed and satisfied and complied in all material respects with all covenants, covenants and agreements and conditions required by this Agreement to be performed, performed and satisfied or complied with by it the applicable Party at or prior to the ClosingClosing Date; (g) All of the conditions under the Underwriting Agreement (other than those conditions relating to the consummation of the transactions contemplated by this Agreement) shall have been satisfied or waived and the Underwriting Agreement shall be in full force and effect, enforceable against the Underwriters in accordance with its terms (subject to the consummation of the transactions contemplated by this Agreement); (h) Opinions dated as of the Closing Date, in form and substance reasonably acceptable to the Parties from (i) Xxxxx Xxxxxxx, General Counsel of Basis, on behalf of Basis, (ii) Xxxxxx X. Xxxxxxx, General Counsel of Xxxxxx, on behalf of the Xxxxxx Entities and (iii) Xxxxxxx & Xxxxx L.L.P., counsel for Genesis MLP and Genesis OLP, shall have been delivered; and (iiii) the Issuer The appropriate parties shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, executed and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time acknowledged each of the ClosingTransaction Documents.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Company and the Backstop Purchasers to consummate the sale, purchase and issuance of transactions contemplated hereunder in connection with the Securities pursuant to this Agreement on the Closing Date is Backstop Offering are subject to the condition that (i) as of fulfillment or waiver, prior to or on the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) the Rights Offering shall have been consummated at the Subscription Price; (ii) no judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Backstop Offering or the material transactions contemplated by this Agreement; and (iii) all approvals and consents that are required in connection with the consummation of the Rights Offering and the Backstop Offering shall have been duly obtained and shall be effective. (b) The obligations of the Backstop Purchasers to consummate the transactions contemplated hereunder in connection with the Backstop Offering are subject to the fulfillment or waiver, prior to or on the Closing Date, of the following conditions: (i) the representations and warranties of the Investor contained Company in this Agreement are Section 2 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made as of such date and the Company shall have performed all of its obligations hereunder; and (other than ii) there shall have been no Material Adverse Change. (c) The obligations of the Company to consummate the transactions contemplated hereunder in connection with the Backstop Offering are subject to the fulfillment or waiver, prior to or on the Closing Date, of the following condition: (i) that the representations and warranties that are qualified as to materialityof the Backstop Purchasers in Section 3 shall be made severably, which representations not jointly, and warranties shall be true and correct in all respects) at material respects as of the date hereof and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement Date as if made as of such date and the Closing Date; (ii) the Investor Backstop Purchasers shall have performed, satisfied and complied in performed all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingtheir obligations hereunder.

Conditions to Closing. a. 3.2.1 The obligation Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or the Subscriber, on the other, of the parties hereto to consummate conditions that, on the sale, purchase and issuance Closing Date: (i) No suspension of the qualification of the Securities pursuant to this Agreement for offering or sale or trading on the Closing Date is subject to the condition that Nasdaq shall have occurred. (iii) as of the Closing Date, no applicable governmental authority No Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, orderdecree, law, rule executive order or regulation award (whether temporary, temporary preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining prohibiting or prohibiting enjoining the consummation of the transactions contemplated hereby hereby. (iii) All conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement, as determined by the parties to the Transaction Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions that, by their nature, may only be satisfied at the consummation of the Transaction, but subject to satisfaction of such conditions as of the consummation of the Transaction), and the closing of the Transaction shall be substantially concurrent with the Closing. (iv) Solely with respect to the Subscriber, (i) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by the Company and (ii)) the Merger Agreement by and among New Parentno amendment, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation waiver or modification of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Transaction Agreement shall have occurred that would reasonably be subject expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, unless Subscriber has previously consented in writing to such amendment or modification (v) Solely with respect to the satisfaction Company, the Subscriber shall have performed or valid waiver complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by the Issuer of the additional conditions that:Subscriber. (ivi) Solely with respect to the Subscriber, all representations and warranties of the Investor Company contained in this Subscription Agreement are shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties that are qualified expressly made as to materialityof an earlier date, which representations and warranties shall be true and correct in all respects) at and respects as of such date). (vii) Solely with respect to the Closing DateCompany, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the all representations and warranties of the Investor Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date;Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date). (iiviii) the Investor The Company shall have performedfiled with NASDAQ an application or supplemental listing application for the listing of the Securities and Nasdaq shall have raised no objection with respect thereto, satisfied and complied in all material respects subject to official notice of issuance. (ix) Solely with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior respect to the Closing; and (iii) the Issuer shall have receivedSubscriber, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions there shall have been received by the Issuer at no amendment, waiver or prior modification to the time of Other Subscription Agreements that materially economically benefits the ClosingOther Subscribers thereunder unless the Subscriber has been offered substantially the same benefits. (x) Solely with respect to the Subscriber, from and after the date hereof, there shall have not occurred a Material Adverse Effect.

Conditions to Closing. a. (a) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following conditions, provided that these conditions are for the transactions contemplated hereby Holder’s sole benefit and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall may be subject to the satisfaction or valid waiver waived by the Issuer of Holder at any time in its sole discretion by providing the additional conditions thatCompany with prior written notice thereof: (i) all The Company shall have caused its transfer agent to credit to the Holder or its designee the Exchange Shares; (ii) The Company shall have delivered the Cash Payment as directed by the Holder; (iii) The Company shall have submitted an additional share listing application for the Exchange Shares with the New York Stock Exchange on or prior to the Closing Date and shall cause the Exchange Shares to be approved by the New York Stock Exchange for listing on the Closing Date or as soon as practicable thereafter; (iv) The representations and warranties of the Investor contained Company in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (v) The Company files with the Securities and Exchange Commission (the “Commission”) promptly on the execution of this Agreement a Form 8-K stating that the parties hereto have entered into this Agreement and including such information regarding the terms of this Agreement as may be required under applicable law. (b) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (i) The Holder shall have delivered, or caused to be delivered, to the Company (x) the Convertible Notes being exchanged pursuant to this Agreement in accordance with the written instructions of the Company and (y) all documentation related to the right, title and interest in and to all of the Convertible Notes, and whatever documents of conveyance or transfer may be necessary or reasonably desirable to transfer to and confirm in the Company all right, title and interest in and to (free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other than adverse claim thereto) the Convertible Notes; and (ii) The representations and warranties that are qualified as to materiality, which representations and warranties of the Holder in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Holder shall have performed, satisfied and complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. (a) The obligation of the parties hereto Companies to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as satisfaction of the Closing Datefollowing conditions, no applicable governmental authority shall have enacted, issued, promulgated, enforced but compliance with or entered the occurrence of any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation such condition may be waived for all of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement Companies by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver writing signed by the Issuer of the additional conditions thatRRHI: (i1) all The representations and warranties of the Investor Employees and POII contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at on and as of the Closing Date, and consummation of with the Closing shall constitute a reaffirmation by the Investor of each of the same effect as though such representations and warranties of the Investor contained in this Agreement had been made on and as of the Closing Date;. (ii2) the Investor The Employees and POII shall have performed, complied with, or satisfied and complied in all material respects with all covenantsagreements, agreements representations, warranties, and conditions required by this Agreement to be performed, complied with, or satisfied or complied with by it at or prior to the Closing; andClosing Date, including without limitation the delivery of the items required to be delivered at Closing by the Employees pursuant to Section 4 above. (iii3) No action or proceeding shall be pending or threatened against the Issuer Employees at any time prior to or at the Closing Date before any court or governmental body by any person or public agency or authority seeking to restrain, enjoin, or prohibit, seeking damages or other relief in connection with, the execution and delivery of this Agreement or the transfer of the Transferred Assets hereunder. (4) RRHI and Lxxxxx shall have receivedreceived approval of the execution, at delivery and performance of this Agreement by their respective Boards of Directors. (b) The obligation of the ClosingEmployees to consummate the Closing is subject to the satisfaction of the following conditions, subscriptions for but compliance with or the purchase occurrence of Securities any such condition may be waived by Xxxx Xxxxxxx Xxxxxx a writing signed by both Employees: (1) The representations and warranties of the Companies contained in an amount equal to this Agreement shall be true and correct on 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. (2) The Companies shall have performed, complied with, or greater than $4,500,000satisfied all agreements, representations, warranties, and the purchase price related conditions required by this Agreement to such subscriptions shall have been received be performed, complied with, or satisfied by the Issuer it at or prior to the time Closing Date, including without limitation the delivery of the Closingitems required to be delivered at Closing by the Companies pursuant to Section 4 above. (3) No action or proceeding shall be pending or threatened against the Companies at any time prior to or at the Closing Date before any court or governmental body by any person or public agency or authority seeking to restrain, enjoin, or prohibit, seeking damages or other relief in connection with, the execution and delivery of this Agreement or the transfer of the Transferred Assets hereunder.

Conditions to Closing. a. The (a) Purchaser's obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement close shall be subject to the satisfaction or valid waiver by the Issuer satisfaction, in advance of Closing, of the additional conditions thatfollowing: (i) all All of the representations and warranties of the Investor contained Seller set forth in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at respects on and as of the date of Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date;though made at that time. (ii) the Investor Seller shall have performed, satisfied and complied in all material respects with all of the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied performed or complied with by it at on or prior to before the date of Closing; and, including, without limitation, the completion of the construction of the Improvements in accordance with the Plans and the obtaining of a Certificate of Occupancy for the Improvements. (iii) the Issuer Seller shall not be in receivership or dissolution or have received, at the Closing, subscriptions made any assignment for the purchase benefit of Securities by Xxxx Xxxxxxx Xxxxxx creditors or admitted in an amount equal writing its inability to pay its debts as they mature or greater than $4,500,000have been adjudicated as bankrupt or have filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization under the Bankruptcy Act or any other similar law or statute of the United States or any state, and the purchase price related to no such subscriptions petition shall have been received by the Issuer at or prior filed against it. (b) Seller's obligation to close shall be subject to the time satisfaction, in advance of Closing, of the following: (i) All of the representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all respects on and as of the date of Closing as though made at that time. (ii) Purchaser shall have performed, satisfied and complied with all of the covenants, agreements, and conditions required by this Agreement to be performed or complied with by it on or before the date of Closing. (iii) Purchaser shall not be in receivership or dissolution or have made any assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature or have been adjudicated as bankrupt or have filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization under the Bankruptcy Act or any other similar law or statute of the United States or any state, and no such petition shall have been filed against it. (iv) Purchase by Xxxxx-Xxxxxxx, Inc., of all the partnership interests of Scottsdale Links Apartments, L.P. not owned or controlled by Xxxxx-Xxxxxxx, Inc., or its affiliates. (v) Appropriate certificates or resolutions of authority confirming that Purchaser is duly formed, validly existing and authorized to enter into and perform under the Agreement.

Conditions to Closing. a. (a) The obligation obligations of each of the parties hereto Purchaser and the Partnership to consummate the sale, purchase and issuance sell, respectively, the Purchased Units shall be subject to satisfaction of the Securities pursuant to this Agreement following conditions (any or all of which may be waived by a particular party on the Closing Date is subject behalf of itself in writing, in whole or in part, to the condition that (i) extent permitted by applicable law), as of the Closing Date: (i) No statute, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgmentrule, order, law, rule decree or regulation (whether temporaryshall have been enacted or promulgated, preliminary and no action shall have been taken, by any governmental authority which temporarily, preliminarily or permanent) which is then in effect and has permanently restrains, precludes, enjoins or otherwise prohibits or seeks to prohibit the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation sale and purchase of the transactions contemplated hereby and Purchased Units; (ii) There shall not be pending any suit, action or proceeding by any third party that is not a governmental authority which seeks to restrain, preclude, enjoin or prohibit the Merger Agreement by purchase and among New Parentsale of the Purchased Units and, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”)in each case, has not been terminated in accordance with its termsa reasonable probability of success on the merits; and b. (iii) The obligation “Initial Funding” under the Unit Purchase Agreement shall have occurred or be occurring simultaneously on the Closing Date. (b) The obligations of the Issuer Purchaser to consummate purchase the sale and issuance of the Securities at the Closing pursuant to this Agreement Purchased Units shall be subject to the satisfaction of the following conditions (any or valid waiver all of which may be waived by the Issuer Purchaser in writing, in whole or in part, to the extent permitted by applicable law), as of the additional conditions thatClosing Date: (i) all The representations and warranties of the Investor Partnership contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties Section 1(e)(iii)(B)) shall be true and correct as of the Closing Date as if made on the Closing Date (other than the representations and warranties as of a specified date, which shall be true and correct on and as of such date) without giving effect to any limitation as to materiality or CQP Material Adverse Effect set forth therein, except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a CQP Material Adverse Effect; (ii) The Partnership shall have performed in all respectsmaterial respects all of the covenants required to be performed by it hereunder prior to the Closing Date; (iii) at The Amended Partnership Agreement shall have been duly executed by the General Partner and shall be in full force and effect; and (iv) The Registration Rights Agreement shall have been duly executed by the Partnership and shall be in full force and effect. (c) The obligations of the Partnership to sell the Purchased Units shall be subject to the satisfaction of the following conditions (any or all of which may be waived by the Seller in writing, in whole or in part, to the extent permitted by applicable law), as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each : (i) All of the representations and warranties of the Investor Purchaser contained in this Agreement shall be true and correct as of the Closing Date;Date as if made on the Closing Date (other than the representations and warranties as of a specified date, which shall be true and correct on and as of such date) without giving effect to any limitation as to materiality set forth therein, except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to cause, a delay in the Closing Date or impair the Purchaser's ability to perform its obligations under this Agreement; and (ii) the Investor The Purchaser shall have performed, satisfied and complied performed in all material respects with all covenants, agreements and conditions of the covenants required by this Agreement to be performed, satisfied or complied with performed by it at or hereunder prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is each Contributor hereunder are subject to the condition that following conditions precedent: (i) as the execution and delivery by the Company and the Underwriters of a written, binding, firm commitment underwriting agreement, that legally obligates the Underwriters to pay for Stock on terms and at a price acceptable to the Board, which agreement contains no conditions precedent to such payment except for the consummation of the Closing Datetransactions contemplated herein and contains no contingencies to such payment other than standard contingencies by which the Underwriters, no applicable governmental authority shall have enactedunder exceptional circumstances, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation may be excused from performing (whether temporary, preliminary or permanentthe "Underwriting Agreement"); (ii) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation with respect to all, but not less than all, of the transactions contemplated hereby and other Contributors signatory hereto, (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (iiii) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement Company and MOC made herein shall be materially true and complete on the Closing Date as if made on such date; and (iv) each of the Closing Date; (ii) the Investor other parties hereto shall have performed, satisfied performed and complied in all material respects with all covenants, the covenants and agreements and conditions required by contained in this Agreement that are required to be performed, satisfied or performed and complied with by it them at the time of or prior to the Closing; and (iii) . In addition, as a condition subsequent to the Issuer shall have receivedobligations of each Contributor hereunder, at the Closing, subscriptions for closing of the purchase of Securities Stock contemplated by Xxxx Xxxxxxx Xxxxxx the Underwriting Agreement (as defined in an amount equal Section 3.2 below), must occur promptly following the Closing. (b) The obligations of the Company hereunder are subject to the following conditions precedent: (i) all consents and approvals by, or greater than $4,500,000filings with, any governmental authority, agency or official, or any other person required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and the purchase price related which are required to such subscriptions be obtained prior to closing, shall have been received or made and shall be in full force and effect, (ii) the consummation of the transactions contemplated hereby with respect to all, but not less than all, of the Contributors signatory hereto, (iii) each Contributor shall have completed, executed and delivered to the Company a Purchaser Questionnaire, in the form acceptable to the Company, (iv) the Board, in its sole discretion after consultation with its advisors, shall have determined that the issuance of the Exchange Stock hereunder does not require registration under the 1933 Act or any Blue Sky Laws, or if such registration is required, that all actions necessary to register such shares shall have been taken, (v) all of the representations and warranties of the Contributors and MOC made herein shall be materially true and complete on the Closing Date as if made on such date; and (vi) each of the other parties hereto shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by them at the Issuer at time of or prior to the time Closing. (c) To facilitate the Closing, prior to Closing Xxxxxx, XXXX, Xxxxxx and Xxxxxx, Frontier, Oak Shores, and Double Diamond shall each execute a recordable assignment of interests required to be delivered by it pursuant to Section 2.2, and Xxxxx X. Xxxxxx Trust, Xxx X. Xxxx Trust, Xxxxx X. Xxxxxx Trust, Xxxxxx X. Xxxxxx Trust, KEM Annuity Trust, SEB Annuity Trust, DRM Annuity Trust and DAM Annuity Trust shall each execute the Assignment Separate From Certificate required to be delivered by it pursuant to Section 2.2, and each Contributor and MOC shall execute a closing certificate required to be delivered by it pursuant to Section 5.8, and, prior to Closing, shall deposit them with Mika, Meyers, Xxxxxxx & Xxxxx, P.L.C., to be held by that firm pending the Closing. Upon satisfaction of all of the Closingconditions to Closing set forth herein, such firm is hereby authorized to deliver those assignments to the Company on behalf of such parties.

Conditions to Closing. a. (a) The obligation of the parties hereto each Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of following condition, provided that the transactions contemplated hereby condition is for each Holder’s sole benefit and (ii) may be waived by each Holder at any time in its sole discretion by providing the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance Company with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatprior written notice thereof: (i) all The representations and warranties of the Investor contained Company in this Agreement are shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (ii) Each Holder shall have received the Purchase Price and Accrued Interest (the Purchase Price and Accrued Interest being the “Total Wire Amount”). (b) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (i) Upon confirmation of the receipt of the Total Wire Amount, each Holder shall have delivered, or caused to be delivered, to the Company (i) the Notes being sold pursuant to this Agreement in accordance with the delivery instructions provided by the Company and (ii) all other than documentation reasonably requested by the Company relating to the right, title and interest in and to all of the Notes, and whatever documents of conveyance or transfer that may reasonably be necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to (free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto) the Notes; and (ii) The representations and warranties that are qualified as to materiality, which representations and warranties of each Holder in this Agreement shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by the Investor of Date and that each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Holder shall have performed, satisfied and complied in all material respects with all covenants, the agreements and satisfied all the conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingClosing Date.

Conditions to Closing. a. (a) The obligation of Purchaser hereunder to purchase the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on Shares at the Closing Date is subject to the condition that (i) as of satisfaction, at or before the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby following conditions, provided that these conditions are for Purchaser’s sole benefit and (ii) the Merger Agreement may be waived by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from Purchaser at any time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thathis sole discretion: (i) (A) all of the representations and warranties of made by the Investor contained Bank in this Agreement are shall be true and correct in all material respects (other than such representations and warranties that which are qualified as to materiality, by materiality or Material Adverse Effect which representations and warranties shall be true and correct in all respects) at on and as of the date of this Agreement and as of the Closing Date as if made on such date, and (B) the Bank shall have performed and complied with all of the obligations and agreements required to be performed by the Bank on or before the Closing Date under this Agreement. (ii) The Bank shall have delivered to Purchaser a certificate of the President of the Bank, dated as of the Closing Date, pursuant to which the Bank will certify that the conditions set forth in Sections 2.03(a)(i), 2.03(a)(iii), 2.03(a)(iv), 2.03(a)(ix) and consummation 2.03(a)(x) shall have been satisfied; (iii) The Bank shall have obtained any required third party consents and approvals necessary for the sale of the Shares to Purchaser in accordance with this Agreement; (iv) The net working capital of the Company shall not be less than $625,000; (v) The Bank shall have delivered to Purchaser such other documents relating to the transactions contemplated by this Agreement as Purchaser or his counsel may reasonably request; (vi) The Bank and the Company have entered into the Transition Services Agreement in the form attached as Exhibit A hereto (the “Transition Services Agreement”); (vii) The Bank and the Company have entered into the Loan Program Agreement in the form attached as Exhibit B hereto (the “Loan Program Agreement”); (viii) Cordia and the Company have entered into the Trademark License Agreement in the form attached as Exhibit C hereto (the “License Agreement”); (ix) All required actions by or in respect of, or filing with, any Governmental Authority, if any, shall have been performed; and (x) The Board of Directors of Cordia shall have taken all action necessary such that all unvested shares of Cordia restricted stock, performance shares and stock options held by Purchaser as of the Closing Date shall constitute a reaffirmation vest on the Closing Date and all necessary instructions and legal opinions have been provided to Cordia’s transfer agent to support the timely and accurate recording of Purchaser’s unrestricted and restricted shares of Cordia common stock. (b) The obligation of the Bank hereunder to issue and sell the Shares to Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Bank’s sole benefit and may be waived by the Investor of each Bank at any time in its sole discretion: (i) (A) all of the representations and warranties of the Investor contained made by Purchaser in this Agreement shall be true and correct in all material respects (other than such representations and warranties which are qualified by materiality which shall be true and correct in all respects) on and as of the date of this Agreement and as of the Closing Date as if made on such date, and (B) Purchaser shall have performed and complied with all of the obligations and agreements required to be performed by Purchaser on or before the Closing Date under this Agreement; and (ii) Purchaser shall have delivered to the Bank a certificate of Purchaser, dated as of the Closing Date; (ii, pursuant to which Purchaser will certify that the conditions set forth in Section 2.03(b)(i) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingsatisfied.

Conditions to Closing. a. The obligation 5.1 Conditions of the parties hereto Investor’s Obligations at the Closing. The obligations of each Investor to purchase from the Company the Refinancing Notes and to consummate the sale, purchase and issuance of the Securities pursuant transactions to this Agreement on be consummated at the Closing Date is are subject to the condition that fulfillment on or before the Closing of each of the following conditions, any of which may be waived in writing in whole or in part by the Investors: (ia) The representations and warranties of the Company contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed that, in the case of any representation and warranty of the Company contained herein that is made as of a specific date, such representation and warranty need be true and correct only as of such specific date and it being further understood and agreed that, in the case of any representation and warranty of the Company contained herein that is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provision of this Section 5.1(a)). (b) The Company shall have performed in all material respects all obligations, agreements, covenants and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (c) The Investors shall have received a certificate, dated the Closing Date, no applicable governmental authority signed by an executive officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 5.1(a) and (b) have been fulfilled. (d) No order enjoining or restraining the transactions contemplated by this Agreement shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then be in effect and has no action or proceeding before any federal or state court or governmental agency or other regulatory or administrative agency or instrumentality shall have been instituted or pending that challenges the effect of making acquisition of, or payment for, the Refinancing Note by the Investor or otherwise seeks to restrain or prohibit consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement or seeking to be performed, satisfied or complied with by it at or prior to the Closing; andimpose any material limitations on any provisions of this Agreement. (iiie) The Company and each Investor has executed the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, Security Agreement and the purchase price related to such subscriptions shall have been received by Collateral Agency Agreement, in substantially the Issuer at or prior to the time of the Closingforms attached as Exhibit B and Exhibit C hereto.

Conditions to Closing. a. (i) The obligation of the parties hereto Holder hereunder to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on transactions contemplated hereby at the Closing Date is subject to the condition satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Holder’s sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered this Agreement to Holder; (b) The Company and the Trustee shall have executed and delivered the Indenture; (c) The Company shall have executed and delivered the 3.5% Notes in the aggregate principal amount set forth in Section 1.1; (d) The Company shall have executed and delivered the Registration Rights Agreement to Holder; (e) The Company shall have submitted an additional share listing application for the shares of Common Stock issuable upon conversion of the 3.5% Notes with the Nasdaq Global Select Market and the shares of Common Stock issuable upon conversion of the 3.5% Notes shall have been approved by the Nasdaq Global Select Market for listing prior to the Closing; (f) The Company shall have delivered to the Holder and Xxxxx Xxxxxxx & Co. a certificate of the Company, dated the Closing Date, executed by the secretary of the Company certifying in such capacity and on behalf of the Company (i) as to the incumbency and signature of the officer of the Company who executed this Agreement and the 3.5% Notes; and (ii) as to the adoption of resolutions of the board of directors of the Company which are in full force and effect on the Closing Date, no applicable governmental authority authorizing (x) the execution and delivery of this Agreement, the Indenture, the Registration Rights Agreement and the 3.5% Notes; and (y) the performance of the obligations of the Company hereunder and thereunder; (g) The Company shall have enacteddelivered to the Holder and Xxxxx Xxxxxxx & Co. a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, issueddated the Closing Date, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has to the effect of making consummation of that the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained Company in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at on and as of the Closing Date, and consummation of Date with the same effect as if made on the Closing shall constitute a reaffirmation by Date and that the Investor of each of Company has complied with all the representations agreements and warranties of satisfied all the Investor contained in this Agreement as of conditions on its part to be performed or satisfied at or prior to the Closing Date; (iih) Simultaneously with the Investor Closing, the Company shall have performedissue an aggregate principal amount of 3.5% Notes that, satisfied together with notes issued to Other Holders (as defined below) is not less than $122,500,000, of which at least $72,500,000 million aggregate principal amount shall be Exchange Notes; (i) Subsequent to the execution and complied in all material respects with all covenants, agreements and conditions required by delivery of this Agreement to be performed, satisfied or complied with by it at or and prior to the Closing; and (iii) the Issuer shall have receivedClosing Date, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions there shall have been received by no suspension or material limitation of trading in the Issuer Common Stock on The Nasdaq Global Select Market; (j) The 3.5% Notes shall have been approved for trading on The PORTAL Market of the National Association of Securities Dealers, Inc., subject only to notice of issuance at or prior to the time of purchase; (k) The Company shall have obtained a Committee on Uniform Securities Identification Procedures number (CUSIP number) for the Closing3.5% Notes; (l) The 3.5% Notes satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act; and (m) The Company shall have delivered to Holder and Xxxxx Xxxxxxx & Co. the opinion of Xxxxxxxx & Xxxxxxxx LLP, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto. (ii) The obligation of the Company hereunder to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: (a) The Holder shall have executed and delivered to the Company this Agreement; (b) The Holder shall have executed and delivered to the Company the Registration Rights Agreement; and (c) The Holder shall have delivered, or caused to be delivered, to the Company the Outstanding Notes being exchanged pursuant to this Agreement and the Purchase Price in accordance with the written instructions of the Company.

Conditions to Closing. a. (a) Conditions to All Parties' Obligations. The obligation obligations of all the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on to effect the Closing Date is subject purchase and sale of the Shares shall be Subject to the condition that (i) as fulfillment of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) all representations and warranties No temporary restraining order, preliminary or permanent injunction or other order or restraint issued by any court of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materialitycompetent jurisdiction, which representations and warranties shall be true and correct in all respects) at and as of the Closing Dateno order, decree, restraint or pronouncement by any governmental entity, and no other legal restraint or prohibition which would prevent or have the effect of preventing, the consummation of the Closing shall constitute a reaffirmation by the Investor of each sale of the representations and warranties of the Investor contained Shares shall have been issued or adopted or be in this Agreement as of the Closing Date;effect. (ii) the Investor The parties shall have performed, satisfied received all necessary contractual and complied in all material respects with all covenants, agreements and conditions required by this Agreement regulatory consents to be performed, satisfied or complied with by it at or prior to effect the Closing; andtransactions contemplated hereby. (iii) There shall not be any litigation or governmental proceeding seeking to enjoin or challenging, or seeking damages in connection with, or having been threatened with respect to, the Issuer sale of the Shares that, in the parties' respective judgment, makes it inadvisable to proceed with the sale of the Shares. (iv) The Company and Purchaser shall have receivedexecuted and delivered an Employment Agreement (the "Employment Agreement"), at whereby Purchaser is employed as the ClosingChief Financial Officer of the Company, subscriptions for in the purchase form of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Exhibit A attached hereto. (v) Seller shall have been received by the Issuer at or prior executed and delivered to the time Company the Contribution Agreement, by which Seller has contributed an aggregate of 3,651,948 shares of the ClosingCompany's Common Stock to fund options to be granted to Purchaser in connection with his employment as Chief Financial Officer of the Company, in the form of Exhibit B hereto. (vi) The Company shall have executed and delivered the Option Agreement in the form of Exhibit C attached hereto. (vii) The Company, Purchaser and certain other stockholders of the Company's Common Stock shall have executed and delivered the Stockholders Agreement in the form of Exhibit D attached hereto. (viii) The Company shall have executed and delivered to Xxxxxxx X. Xxxxx ("WMB") and Xxxxxxx X. Xxxxxxx ("CEL") a note restructuring, agreement (the "Restructure Agreement") in the form of Exhibit E attached hereto. (ix) The Company shall have executed and delivered the Registration Rights Agreement in the form of Exhibit F attached hereto. (x) The spouse of Seller shall have executed and delivered the Spousal consent (the "Spousal Consent"), in the form of Exhibit F attached hereto.

Conditions to Closing. a. The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject In addition to the condition that (i) as conditions set forth in Section 2 of this Agreement, the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect obligations of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to each Party under this Agreement shall be subject to the prior satisfaction or valid waiver by the Issuer of each of the additional conditions thatfollowing conditions: (ia) all representations There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction barring the consummation of any of the transactions contemplated by this Agreement; (b) There shall not have occurred any MAE with respect to the Basis Assets, the Howell Assets or the Business of Basis and the Howell Entities xxxxx December 31, 1995; (c) The represxxxxxxons and warranties of the Investor contained in this Agreement are each Party shall have been true and correct in all material respects (other than representations on the date when made and warranties that are qualified as to materiality, which such representations and warranties shall be true and correct in all respects) at on and as of the Closing DateDate (except those, if any, expressly stated to be true and consummation of correct at an earlier date), with the Closing shall constitute a reaffirmation by the Investor of each of the same force and effect as though such representations and warranties of the Investor contained in this Agreement had been made on and as of the Closing Date; (d) All consents, permits, approvals and other actions of any Person required for the lawful transfer, conveyance and assignment to Genesis OLP of the Assets (except (i) consents for the assignment of government leases that are customarily obtained after the Closing of a sale of these type of assets and (ii) consents the Investor failure to obtain that will not individually or in the aggregate have a MAE on Genesis OLP, Genesis MLP or the Business); (e) Genesis OLP shall have performedreceived a full release of all Liens encumbering the Howell Assets in favor of Banc One, Texas, N.A.; such release xx xx in a form reasonable acceptable to Genesis OLP; (f) Each Party shall have performed and satisfied and complied in all material respects with all covenants, covenants and agreements and conditions required by this Agreement to be performed, performed and satisfied or complied with by it the applicable Party at or prior to the ClosingClosing Date; (g) All of the conditions under the Underwriting Agreement (other than those conditions relating to the consummation of the transactions contemplated by this Agreement) shall have been satisfied or waived and the Underwriting Agreement shall be in full force and effect, enforceable against the Underwriters in accordance with its terms (subject to the consummation of the transactions contemplated by this Agreement); (h) Opinions dated as of the Closing Date, in form and substance reasonably acceptable to the Parties from (i) Wayne Kubicek, General Counsel of Basis, on behalf of Basis, (xx) Xxxxxx X. Moffett, General Counsel of Howell, on behalf of the Xxxxxx Xxxxxxxx and (iii) Andrews & Kxxxx X.L.P., counsel for Xxxxxxs MLP and Genesis OLX, xxxxl hxxx xeen delivered; and (iiii) the Issuer The appropriate parties shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, executed and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time acknowledged each of the ClosingTransaction Documents.

Conditions to Closing. a. 8.1 Conditions to Seller's Obligations to Close Purchase of Casino Assets The obligation of Seller to close the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date transactions contemplated hereby is subject to the condition that fulfillment of all of the following conditions as of the Closing Date (i) except where a different date is expressly provided for herein), upon the non- fulfillment of any of which, this Agreement may, at Seller's option, be terminated and/or remedies sought pursuant to and with the effect set forth in Section 12: a. Each and every representation and warranty made by Purchaser as of Execution Date shall have been true and correct when made and shall be true and correct as of the Closing Date. b. All obligations of Purchaser to be performed hereunder through, no applicable governmental authority and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the closing if the transaction contemplated hereby was consummated) shall have enactedbeen performed. c. Purchaser shall have delivered to Seller the written opinions of Lake Xxxxxxx, issuedLLP, promulgatedand/or Altheimer & Xxxx, enforced or entered any judgmentand/or gaming counsel for Purchaser, orderdated as of the Closing Date concerning Purchaser's partnership organiza- tion and the Purchaser's general partner's good standing and authority to consummate the transactions contemplated hereby, law, rule or regulation (whether temporary, preliminary or permanentin sub- stantially the form of Schedule 8.1(c) which is then in effect and has at- tached hereto. d. Approval by final Order of the effect of making consummation Mississippi Gaming Commission of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation herein and post-closing operation of the transactions contemplated hereby Casino by Purchaser. e. All conditions precedent to the closing of the Principal Loan and (ii) the Merger Agreement Subordinated Debt shall have been satisfied and the closing thereof shall have occurred and all conditions precedent to the closing of that certain financing from Lender to Purchaser represented by a senior secured note in the principal amount of $17,200,000.00 and among New Parenta subordinated secured note in the amount of $3,621,000.00 shall have been satisfied and the closing thereof shall have occurred and all such financing shall have been fully funded by the Lender by midnight December 31, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (1997. If both of the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has aforementioned loan financings have not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale closed and issuance of the Securities at the Closing pursuant to fully funded by midnight December 31, 1997, this Agreement shall be subject null and void. Provided further, that all conditions precedent to the satisfaction or valid waiver by the Issuer closing of the additional conditions that: (i) all representations and warranties assumption of the Investor contained in this Agreement are true Principal Loan and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and the Subordinated Debt as of the Closing Date, pursuant to an amended and restated loan agreement between Lender and Purchaser renewing and rearranging indebtedness in the in the principal amount of $36,200,000 of senior secured indebtedness and $8,500,000.00 of subordinated secured indebtedness on terms agreeable to Lender and to Purchaser shall have been satisfied, the closing of such assumption and refinancing shall have occurred, and all loans to be made pursuant thereto shall have been fully funded to Purchaser before Seller shall have any obligation to sell the Casino Assets hereunder. f. There shall have been no voluntary or involuntary bankruptcy filing of Purchaser or its General Partner. 37 g. No suit, proceeding or litigation (including but not limited to any proceeding by any government agency under Xxxx-Xxxxx-Xxxxxx Act, as hereinafter defined) shall have been commenced and an order obtained (which has not been stayed) restraining or enjoining the consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingtransaction contemplated hereby.

Conditions to Closing. a. (a) Conditions to the Obligations of the Investor. The obligation of the parties hereto Investor to consummate purchase the salePurchased Shares is subject to the satisfaction, purchase and issuance on or prior to the Closing Date, of the Securities pursuant to following conditions, any of which may be waived by the Investor: (i) Each of the representations and warranties made by the Company in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date (except as to such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date), in each case, without giving effect to any materiality qualifications in such representations and warranties. (ii) Each of the covenants and obligations set forth herein that the Company is subject required to comply with or perform at or prior to the condition that Closing shall have been complied with or performed in all material respects. (iiii) The Company shall have delivered to the Investor a certificate, dated as of the Closing Date, no applicable governmental authority duly executed by the Chief Executive Officer of the Company as to compliance as of the Closing Date with the conditions set forth in Sections 8(a)(i) and 8(a)(ii) hereof. (iv) The Company shall have obtained the Parent Stockholder Approval. (v) The Company, Merger Sub, Nepal and the other parties to the Merger Agreement shall have satisfied or waived all conditions precedent to the closing of the Merger and shall have agreed to consummate the Merger as of the Closing Date. (vi) All consents, waivers, approvals, Orders, Governmental Authorizations or declarations required to be obtained, all notices required to be delivered and all filings required to be made, by the Company and the Investor in connection with the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated by this Agreement, including the sale and issuance of the Purchased Shares, shall have been obtained and made by the Company and the Investor, except for such filings that may be made by the Company or the Investor following the Closing Date. (vii) The Company shall have executed and delivered to the Investor this Agreement. (viii) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any judgmentLaw, order, law, rule Order or regulation other legal restraint (whether temporary, preliminary or permanent) which is then in effect and which has the effect of making prohibiting or preventing consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parentthis Agreement, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate including the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that:Purchased Shares. (iix) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materialityThe Company shall have delivered a certificate, which representations and warranties shall be true and correct in all respects) at and dated as of the Closing Date, duly executed by the Secretary of the Company (i) attaching copies of the Company’s Certificate of Incorporation, as amended and restated, and the Company’s Bylaws, and any amendments thereto, and certifying as to their effectiveness, (ii) certifying that attached thereto are true and correct copies of any actions by written consent or resolutions duly adopted by the Board of Directors of the Company which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the Closing shall constitute a reaffirmation transactions contemplated hereby, including the sale and issuance of the Purchased Shares, and (iii) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments, certificates or agreements related thereto executed or to be executed by the Company. (x) No stop order or suspension of trading shall have been imposed by NASDAQ, the SEC or any other Governmental Entity with respect to public trading in the Common Stock. The Company shall not have received notice of any delisting on NASDAQ or that it is in violation of any NASDAQ rule, regulation or interpretation which could lead to delisting. (xi) The Company shall have delivered to its transfer agent irrevocable instructions to issue and deliver to the Investor a certificate in the name of the Investor representing the Purchased Shares. (xii) The Company shall have delivered to the Investor certificates, as of a recent practicable date, as to the corporate good standing of the Company and each of its Subsidiaries issued by the Secretary of State of the state of such entity’s incorporation and the Secretary of State of each other state in which the Company or Subsidiary is qualified to do business. (xiii) The Investor shall have received an opinion from counsel for the Company, dated the Closing Date, addressed to the Investor, and satisfactory in form and substance to the Investor and its counsel. (xiv) The Company and each of the representations and warranties of Investor Designees shall have entered into an Indemnification Agreement in the Investor contained in this Agreement form attached hereto as of the Closing Date;Exhibit B. (iixv) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at Upon the Closing, subscriptions for the purchase authorized size of Securities by Xxxx Xxxxxxx Xxxxxx the Board of Directors of the Company shall be nine members. (xvi) All corporate and other proceedings in an amount equal connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to or greater than $4,500,000such transactions shall be reasonably satisfactory in substance and form to Investor and its counsel, and the purchase price related to such subscriptions Investor and its counsel shall have been received by the Issuer at all such counterpart originals or prior to the time certified or other copies of the Closingsuch documents as they may reasonably request.

Conditions to Closing. a. (a) The obligation of the parties hereto Company to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation (including, without limitation, the Redemption and payment of the transactions contemplated hereby and (iiRedemption Amount) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer Company of each of the additional conditions thatfollowing: (i) all The delivery by the Investor to the Company of the 2008 Note and the 2008 Warrants for cancellation; and (ii) The representations and warranties of made by the Investor contained in Section 5 of this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date hereof and at and as of the Closing Date, Date as if made at and consummation as of the Closing Date and the Investor shall constitute a reaffirmation have complied with all agreements and satisfied all conditions to be performed or satisfied at or prior to the Closing. (b) The obligation of the Investor to consummate the transactions contemplated hereby (including, without limitation, the obligation of the Investor to transfer and convey the 2008 Note and the 2008 Warrants) shall be subject to the satisfaction or waiver by the Investor of each of the representations following: (i) The Company shall have delivered to the Investor the Aggregate Extension Amount by bank wire transfer in accordance with Section 2(a) and warranties the Redemption Amount by bank wire transfer in accordance with Section 2(d); (ii) Since January 5, 2010, the Company shall have duly delivered to the Investor an aggregate of 1,100,000 shares of Common Stock pursuant to the Conversion Notice attached hereto as Exhibit B (the “Conversion Notice”) and in accordance with the terms of the 2008 Note, and each such share shall be freely transferable pursuant to Rule 144 of the Securities Act; (iii) The applicable transfer agent shall have removed any transfer restriction legend on each share of Common Stock delivered pursuant to the Conversion Notice, in form and substance satisfactory to the Investor; (iv) The Investor contained in this Agreement shall have received the opinions of The Cxxxx Law Group, LLP and MxXxxxxxxx & Sxxxx LLP, the Company’s outside counsels, or such other law firm acceptable to the Investor, dated as of the Closing Date, in form and substance satisfactory to Investor (in its sole discretion); (iiv) The representations and warranties made by the Investor Company in Section 4 of this Agreement shall be true and correct as of the date hereof and at and as of the Closing Date as if made at and as of the Closing Date and the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and satisfied all conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it at or prior to the Closing; (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the transactions contemplated hereby; and (iiivii) the Issuer The Company shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior delivered to the time of Investor such other documents relating to the Closingtransactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

Conditions to Closing. a. 7.6.1 The obligation obligations of the parties hereto Buyer to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction fulfillment or valid Buyer’s waiver by the Issuer of each of the additional conditions thatfollowing conditions: (i) all 7.6.1.1 The representations and warranties of the Investor Seller contained in this Agreement are Section 5 shall be true and correct in all material respects as of the Closing with the same effect as though made at and as of such date (other than except those representations and warranties that are qualified address matters only as to materialityof a specified date, which representations and warranties shall be true and correct in all respects) at and material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date;that specified date). (ii) the Investor 7.6.1.2 Seller shall have performed, satisfied duly performed and complied in all material respects with all covenantsagreements, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at or on the Closing, subscriptions for including, but not limited to the purchase of Securities deliveries contemplated by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Section 4.2. 7.6.1.3 No Legal Proceeding shall have been commenced against Seller or Buyer, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Body, and be in effect, which restrains or prohibits any transaction contemplated hereby. 7.6.1.4 Buyer shall have received a certificate, dated the Closing date and signed by a duly authorized officer of Seller, that each of the Issuer at conditions set forth in Section 7.6.1.1 and Section 7.6.1.2 have been satisfied. 7.6.1.5 No Material Adverse Change shall have occurred with respect to the Business or the Specified Assets. 7.6.1.6 Buyer shall have received evidence of the occurrence of the closing or satisfaction of all conditions for closing pursuant to the sale of the Real Property from Seller to Store Capital, as described in Section 8.10 hereof. 7.6.1.7 Seller shall have delivered a complete, substantive response to the United States Environmental Protection Agency’s Request for Information Pursuant to Section 104(e) of CERCLA dated May 31, 2018 (the “EPA Request for Information”) prior to Closing and shall have provided a draft of such response to Buyer at least ten (10) days prior to Closing. 7.6.2 The obligations of Seller to consummate the time transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver of each of the following conditions: 7.6.2.1 The representations and warranties of Buyer contained in Section 6 shall be true and correct in all material respects as of the Closing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date). 7.6.2.2 Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing date, including, but not limited to the deliveries contemplated by Section 4.3. 7.6.2.3 No Legal Proceeding shall have been commenced against Seller or Buyer, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Body, and be in effect, which restrains or prohibits any transaction contemplated hereby. 7.6.2.4 Seller shall have received a certificate, dated the Closing date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.6.2.1and Section 7.6.2.2 have been satisfied. 7.6.2.5 Seller shall have received evidence of the occurrence of the closing or satisfaction of all conditions for closing pursuant to the sale of the Real Property from Seller to Store Capital, as described in Section 8.10 hereof.

Conditions to Closing. a. 3.2.1 The obligation Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other, of the parties hereto to consummate conditions that, on the sale, purchase and issuance Closing Date: (i) No suspension of the qualification of the Securities pursuant to this Agreement for offering or sale or trading of the Common Stock on the Closing Date is subject to the condition that Nasdaq Capital Market (i“Nasdaq”) as of the Closing Date, no applicable governmental authority shall have occurred and be continuing. (ii) No Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, orderdecree, law, rule executive order or regulation award (whether temporary, temporary preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining prohibiting or prohibiting enjoining the consummation of the transactions contemplated hereby and hereby. (iiiii) All conditions precedent to the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022consummation of the Transaction set forth in the Transaction Agreement, as amended and/or restated from time determined by the parties to time the Transaction Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions that, by their nature, may only be satisfied at the “Business Combination Agreement”consummation of the Transaction, but subject to satisfaction of such conditions as of the consummation of the Transaction), pursuant to which and the Issuer will become a wholly-owned subsidiary of New Parent (Transaction Closing shall be substantially concurrent with the “Business Combination”), has not been terminated in accordance with its terms; andClosing. b. 3.2.2 The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall also be subject to the satisfaction or valid waiver by the Issuer Subscriber of the additional conditions that, on the Closing Date: (i) The Company shall have performed, satisfied and complied in all material respects with all agreements, cnditions and covenants required by this Subscription Agreement to be performed by the Company at or prior to the Closing. (ii) The representations and warranties of the Investor Company contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materialitymateriality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing DateDate (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing Closing, shall constitute a reaffirmation by the Investor Company of each of the representations representations, warranties and warranties agreements of the Investor Company contained in this Subscription Agreement as of the Closing Date;. (iiiii) No amendment, waiver or modification of the Transaction Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, unless Subscriber has previously consented in writing to such amendment, waiver or modification. (iv) Company shall have filed with Nasdaq an application or supplemental listing application for the listing of the Securities and Nasdaq shall have raised no objection with respect thereto, subject to official notice of issuance. (v) There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits (economically or otherwise) the Investor Other Subscribers thereunder unless this Subscription Agreement shall have been amended to reflect the same terms. (vi) From and after the date hereof, there shall have not occurred a Material Adverse Effect. which is continuing and uncured. 3.2.3 The Closing shall also be subject to the satisfaction or valid waiver by the Company of the conditions that, on the Closing Date: (i) Subscriber shall have performed, satisfied and complied in all material respects with all covenantsagreements, agreements conditions and conditions covenants required by this Subscription Agreement to be performed, satisfied or complied with performed by it Subscriber at or prior to the Closing; and. (iiiii) All representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Issuer Closing Date (except for representations and warranties made as of a specific date, which shall have receivedbe true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, at which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received constitute a reaffirmation by the Issuer at or prior to the time Subscriber of each of the Closingrepresentations, warranties and agreements of the Subscriber contained in this Subscription Agreement as of the Closing Date.

Conditions to Closing. a. (a) The obligation of Buyer to close the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date transactions contemplated hereunder is subject to the condition that (i) as satisfaction on or prior to the Closing Date of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (A) preventing the consummation of the closing of the transactions contemplated by this agreement or (B) which is reasonably likely to materially adversely affect the business, properties or assets of the Companies or the transactions contemplated by this agreement, shall be in effect; (ii) each of the terms, covenants and conditions of this agreement to be complied with and performed by Sellers on or prior to the Closing Date shall have been duly complied with and performed in all material respects, or Buyer shall have waived such compliance or performance, and all documents to be delivered or actions to be taken by Sellers pursuant to section 2.5 hereof shall have been delivered or performed; (iii) each of the representations and warranties of the Investor contained in this Agreement are made by Sellers herein shall be true and correct in all material respects as of the date hereof and as of the Closing Date (other than representations unless such representation and warranties that are qualified warranty is made as to materiality, which representations of a specific date and warranties then shall be true and correct in all respects) at and as of such date) with the Closing Date, same force and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the effect as though such representations and warranties of the Investor contained in this Agreement had been made as of the Closing Date; (iv) the transactions contemplated by the Preferred Share Purchase Agreement shall have been consummated; and (v) the form and substance of all instruments and documents required to be delivered pursuant to this agreement by Sellers shall be reasonably satisfactory in all respects to Buyer. (b) The obligation of Sellers to close the transactions contemplated hereunder is subject to the satisfaction on or prior to the Closing Date of the following conditions: (i) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (A) preventing the consummation of the closing of the transactions contemplated by this agreement or (B) which is reasonably likely to materially adversely affect the business, properties or assets of the Companies or the transactions contemplated by this agreement, shall be in effect; (ii) each of the Investor terms, covenants and conditions of this agreement to be complied with and performed by Buyer on or prior to the Closing Date shall have been duly complied with and performed in all material respects, or Sellers shall have waived such compliance or performance, and all documents to be delivered or actions to be taken by Buyer pursuant to section 2.5 hereof shall have been delivered or performed, satisfied ; (iii) each of the representations and complied warranties made by Buyer herein shall be true and correct in all material respects as of the date hereof and as of the Closing Date (unless such representation and warranty is made as of a specific date and then shall be true and correct as of such date) with all covenants, agreements the same force and conditions required effect as though such representations and warranties had been made as of the Closing Date; (iv) the transactions contemplated by this the Preferred Share Purchase Agreement to be performed, satisfied or complied with by it at or prior to the Closingshall have been consummated; and (iiiv) the Issuer form and substance of all instruments and documents required to be delivered pursuant to this agreement by Buyer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx be reasonably satisfactory in an amount equal all respects to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the ClosingSellers.

Conditions to Closing. a. (a) The obligation respective obligations of the parties hereto Parties to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is are subject to the condition that fulfillment (ior waiver by Minority Holders or the Company, as applicable) as prior to the Closing of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) any approvals, consents, authorizations, non-objections of, and all filings with and notices to all United States and other governmental, regulatory or supervisory authorities (collectively, “Governmental Entities”), the absence of which would reasonably be expected to make the transactions contemplated by this Agreement unlawful, shall have been obtained or made and shall be in full force and effect and all applicable waiting periods required by United States and other applicable law shall have expired; (ii) no provision of any applicable United States or other law, and no judgment, injunction, order or decree of any Governmental Entity, shall prohibit the transactions contemplated by this Agreement; and (iii) the initial closing of the Summit IPO shall have been consummated or is being consummated on a substantially concurrent basis. (b) The obligation of the parties other than the Minority Holders to consummate the Purchase and the Contribution at the Closing is subject to the further fulfillment (or waiver by them, as applicable) prior to the Closing of the conditions that: (i) The representations and warranties of the Investor contained in this Agreement are Section 3.2 hereof shall be true and correct in all material respects as of the Closing Date, as though such representations and warranties had been made on and as of the Closing Date (other than except that representations and warranties that are qualified made as of a specified date need be true and correct in all respects only as of such date); (ii) Each of the Minority Holders shall have duly performed and complied in all material respects (or, with respects to actions to be taken at the Closing, is ready, willing and able so to perform and comply) with all agreements contained herein required to be performed or complied with by it at or before the Closing; (iii) Each of the Minority Holders shall have delivered to the other parties hereto a certificate dated the Closing Date and signed by a senior executive officer or manager as to materialitythe fulfillment of the conditions set forth in Section 2.4(b)(i) and (ii); and (iv) The Amendment to Cement Purchase Agreement shall have been entered into by Midwest and the Company. (c) The obligation of the Minority Holders to consummate the Purchase and the Contribution at the Closing is subject to the further fulfillment (or waiver by them, which as applicable) prior to the Closing of the conditions that: (i) The representations and warranties in Section 3.3 hereof shall be true and correct in all respects) at and material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the as though such representations and warranties of the Investor contained in this Agreement had been made on and as of the Closing DateDate (except that representations and warranties that are made as of a specified date need be true and correct in all respects only as of such date); (ii) the Investor The other Parties shall have performed, satisfied duly performed and complied in all material respects (or, with respects to actions to be taken at the Closing, is ready, willing and able so to perform and comply) with all covenants, agreements and conditions contained herein required by this Agreement to be performed, satisfied performed or complied with by it them at or prior to before the Closing; and (iii) the Issuer The Company shall have received, at delivered a certificate dated the Closing, subscriptions for the purchase Closing Date and signed by a senior executive officer or manager of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior each of them as to the time fulfillment of the Closingconditions set forth in Section 2.4(c)(i) and (ii).

Conditions to Closing. a. The obligation (a) Without limiting any other conditions to Buyer's obligations to close set forth in this Contract, the obligations of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to Buyer under this Agreement on the Closing Date is Contract are subject to the condition that satisfaction at the time of Closing of each of the following conditions (any of which may be waived in whole or in part by Buyer at or prior to Closing): (i) as The Leases shall be in full force and effect provided that the foregoing condition shall be deemed satisfied for the purpose hereof of this Contract if (i) all Leases with the Closing Dateanchor tenants (Bally Total Fitness, no applicable governmental authority J & K Cafeteria) remain in full force and effect and Seller shall have enactedneither given nor received any written notice of default under such anchor tenant leases, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, monthly Rent Roll billed for base rent as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer month of Closing with respect to consummate the sale Leases and issuance any new lease permitted herein shall not be less than One Hundred Twenty Thousand Five Hundred Fifty and No/100 Dollars ($120,550); (ii) All of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver representations by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained Seller set forth in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties Contract or any Exhibit attached hereto shall be true and correct in all material respects) at and as . With respect to any representation made to Seller's knowledge, the condition to Closing shall be not only that such representation still be true to Seller's knowledge, but that the specific fact or condition that was the subject of the Closing Daterepresentation also be true; provided, and consummation however, if such fact is not true, Buyer's sole remedy shall be to terminate this Contract unless the inaccuracy is due to the intentional action of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing DateSeller; (iiiii) the Investor Seller shall have performed, satisfied observed, and complied in all material respects with all covenants, covenants and agreements and conditions required by this Agreement Contract to be performedperformed by Seller at or prior to Closing; (iv) There shall not have been instituted and be pending any litigation (i) brought by any tenants alleging default by Seller under any Leases at the Property, (ii) alleging that the Property may not be used for shopping center use, (iii) alleging material defects (defects which cost more than Five Thousand and 00/100 Dollars ($5,000.00) to fix) in the physical condition of the Improvements; (iv) that would impair Seller's right to sell the Property in accordance with the terms of this Contract; or (v) which seeks to impose a lien or other encumbrance against all or any part of the Property; (v) There shall be no outstanding notices of violation with respect to the Property or the Seller's operation thereof from any governmental authority; (vi) Any of Seller or Seller's managing agent(s) now occupying space at the Property shall have vacated said space; (vii) Seller shall have delivered to Buyer estoppel certificates substantially in the form of EXHIBIT J attached hereto and made a part hereof from Bally's Fitness Center and J&K Cafeteria and from tenants, subtenants (if applicable), and assignees of tenants (if applicable) representing 80% of all remaining leased space in the Improvements, and an acknowledgment from any guarantor of any of the foregoing parties set forth in this subparagraph that its guaranty is in full force and effect and is not subject to any offsets, credits, deductions or defenses, in each case dated not more than forty-five (45) days prior to the Closing Date; and (viii) Seller shall have delivered to Buyer subordination, nondisturbance and attornment agreements (the "Required SNDA's") substantially in the form of EXHIBIT I hereto from any tenant leasing more than five percent (5%) of the rentable square feet of space in the Improvements and any tenant who has recorded in the public real estate records a memorandum of its lease, and Seller shall have exercised commercially reasonable efforts to obtain such subordination, nondisturbance and attornment agreements from all other tenants; provided, it shall not be a condition to Buyer's obligations hereunder that Seller shall actually obtain any such agreements other than the Required SNDA's. The conditions set forth in this paragraph 7(a) are solely for the benefit of Buyer and may be waived only in writing by Buyer. In the event that all of the conditions set forth in this paragraph 7(a) have not been satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer Closing Date, Buyer shall have receivedthe right, at as its sole and exclusive remedy (except as hereinafter provided in the Closing, subscriptions for the purchase of Securities following sentence) to terminate this Contract by Xxxx Xxxxxxx Xxxxxx in an amount equal written notice to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer Seller at or prior to the Closing Date, in which event the Deposit shall be returned to Buyer, and neither Buyer nor Seller shall have any further liability or obligation hereunder except such liabilities and obligations as expressly survive termination of this Contract. Failure of the condition specified in paragraph 7(a)(iii) shall constitute a default by Seller hereunder in which event the provisions of paragraph 8(a) shall apply. (b) Without limiting any other conditions to Seller's obligations to close set forth in this Contract, the obligations of Seller under this Contract are subject to the satisfaction at the time of Closing of each of the following conditions (any of which may be waived in whole or in part by Seller at or prior to Closing): (i) Buyer shall have performed, observed and complied with all covenants and agreements required by this Contract to be performed by Buyer at or prior to Closing. The condition set forth in this paragraph 7(b) is solely for the benefit of Seller and may be waived only in writing by Seller. Failure of the condition specified in this paragraph 7(b) shall constitute a default by Buyer hereunder in which event the provisions of paragraph 8(b) shall apply. (c) Promptly after the Effective Date and continuing through the end of the 45-day period following the Effective Date (the "Financing Period"), Buyer shall exercise diligent, commercially reasonable efforts to obtain a commitment for a mortgage loan to finance not less than 75% of the Purchase Price on terms and conditions satisfactory to Buyer. If despite such efforts, Buyer has not obtained such a commitment prior to expiration of the Financing Period, Buyer may terminate this Contract by written notice to Seller prior to expiration of the Financing Period. Upon such termination, Buyer shall be entitled to a return of the Deposit, and neither party shall have any further obligation hereunder except for such liabilities and obligations as expressly survive termination. If Buyer does not terminate this Contract by written notice to Seller prior to the end of the Financing Period, Buyer shall have waived its right of termination under this paragraph 7(c); actual funding pursuant to any financing commitment obtained by Buyer shall not be a condition to Buyer's obligations hereunder.

Conditions to Closing. a. The obligation of the parties hereto Purchaser to consummate buy, as hereinabove recited, is contingent upon the salefollowing things, purchase and issuance in default of any of the Securities pursuant following items, Purchaser is hereby given as its sole remedy the option to terminate this Agreement, with all parties being relieved of all obligation hereunder, without liability or responsibility of any kind or nature. (a) Seller tendering a legal, valid and merchantable title to the assets being conveyed, it being understood that the buildings and improvements are being conveyed in a "AS IS" basis, without any warranty of fitness whatsoever. (b) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement on or to obtain damages or other relief in connection with execution of this Agreement or the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting hereby; and no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated hereby and (ii) the Merger by this Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time would constitute a violation of any law or that it intends to time (the “Business Combination Agreement”), pursuant commence proceedings to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation restrain consummation of the Issuer transactions contemplated by this Agreement. (c) Subject to consummate the sale and issuance escrow provisions of Section 5.05 of this Agreement: any statutory requirements for the Securities at the Closing pursuant to valid consummation of transactions contemplated by this Agreement shall be subject to have been fulfilled; all appropriate orders, consents and approvals from all regulatory agencies and other governmental authorities whose order, consent or approval is required by law for the satisfaction or valid waiver by the Issuer consummation of the additional transactions contemplated by this Agreement shall have been received; and the terms of all requisite orders, consents and approvals shall then permit the effectuation of the transactions contemplated by this Agreement without imposing any material condition with respect thereto except for any such conditions that:that are acceptable to Purchaser. (id) all Each of the representations and warranties of the Investor parties contained in this Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing DateClosing, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor party shall have performed, satisfied performed in all material respects all obligations and complied in all material respects with all covenants, agreements and conditions covenants required by this Agreement to be performed, satisfied performed or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Acquirer to consummate the sale, purchase Transaction and issuance of the Securities pursuant to other transactions contemplated by this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be are subject to the satisfaction (or valid waiver by Acquirer) on or prior to the Issuer Closing of each of the additional following conditions thatprecedent: (i) all The representations and warranties of the Investor contained SPAC and Sponsor set forth in Sections 9 and 10 of this Agreement are Agreement, respectively, shall be true and correct in all material respects (other than except for the representations and warranties that are qualified as to materialitycontained in Sections 9(a), 9(b), 9(d), 9(e), 10(a), 10(c), and 10(g), which representations and warranties shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the such date (except those representations and warranties of the Investor contained in this Agreement that address matters only as of the Closing Datea specified date, which shall be true and correct in all respects as of that specified date); (ii) the Investor SPAC and Sponsor shall have performed, satisfied and complied in all material respects with all covenantscovenants and agreements contained in this Agreement; (iii) SPAC and/or Sponsor shall have delivered evidence reasonably satisfactory to Acquirer that, agreements as of the Closing Date, all liabilities or obligations (absolute, accrued, contingent or otherwise), other than the Liabilities set forth on Schedule 10(k), have been paid or discharged; (iv) SPAC shall have delivered evidence reasonably satisfactory to Acquirer that Stifel has waived the deferred underwriting fee pursuant to the Underwriting Agreement; (v) Sponsor shall have executed and conditions required delivered to the Acquirer stock powers and/or other instruments of transfer duly conveying the Transferred Securities to the Sponsor; (vi) SPAC shall have delivered to Acquirer the resignation of each officer and director of SPAC on the terms as set forth in Section 6 of this Agreement; (vii) Sponsor shall have obtained all requisite consents necessary for the consummation of the Transaction; (viii) SPAC shall have delivered to Acquirer a copy of the joinder to the Insider Letter duly executed by SPAC; (ix) Sponsor shall have delivered to Acquirer evidence of the termination of the Administrative Services Agreement, effective as of the Closing Date, executed by Sponsor and SPAC; (x) SPAC shall have delivered to Acquirer a copy of the joinder the Registration Rights Agreement duly executed by SPAC; (xi) The Class A Shares, warrants and units of SPAC remain listed on Nasdaq; (xii) SPAC’s shareholders shall have approved the Extension at the Shareholder Meeting which requires the deposit into SPAC’s trust account of no more than $100,000 per month of Extension, and at least 2,200,000 Class A Shares shall not have been redeemed in connection with the Shareholder Meeting; (xiii) Immediately after the conclusion of the Shareholder Meeting, Sponsor shall have delivered notices to SPAC to convert the Retained Shares into an aggregate of 1,125,000 Class A Shares, and SPAC shall have delivered to SPAC’s transfer agent instructions and an opinion of counsel for all of such Retained Shares to be converted into Class A Shares; and (xiv) Access to SPAC’s bank account(s) shall have been transferred to Acquirer and/or its designees. (b) The obligations of SPAC and Sponsor to consummate the Transaction and the other transactions contemplated by this Agreement are subject to be performed, satisfied the satisfaction (or complied with waiver by it at Sponsor) on or prior to the ClosingClosing of each of the following conditions precedent: (i) The representations and warranties of Acquirer set forth in Section 11 of this Agreement shall be true and correct in all material respects (except for the representation and warranty contained in Section 11(a), which shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date); (ii) Acquirer shall have performed, satisfied and complied in all material respects with all covenants and agreements contained in this Agreement; (iii) Acquirer shall have paid the Purchase Price to Sponsor and advanced to SPAC for deposit into the trust account up to $100,000 to extend the period of time the SPAC has to consummate an initial Business Combination from June 25, 2023 to July 25, 2023 in accordance with the Articles (as amended); and (iiiiv) the Issuer Acquirer shall have received, at delivered to Sponsor and SPAC a copy of the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior joinder to the time of the ClosingInsider Letter, duly executed by Axxxxxxx.

Conditions to Closing. a. The (a) Buyer’s obligation to purchase the Property is conditioned on satisfaction or waiver by Buyer of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) all representations and warranties of the Investor Seller contained in this Agreement are accurate in all material respects at the time of the Closing; (ii) the Title Company shall issue at the Closing, or is unconditionally committed at the Closing to issue, to Buyer an ALTA owner’s title policy with liability in the amount of the Purchase Price (the “Title Policy”), on Title Company’s standard form, showing title to the Property vested in Buyer, subject only to the Permitted Exceptions; (iii) City shall have approved of: (A) Buyer as the “Developer” under the Development Agreement; (B) the form of Partial Assignment of Development Agreement; and (C) the form of City Assurance; (iv) as of the Closing, Seller shall have materially performed all of its obligations hereunder and all Seller Closing Documents have been tendered. If the conditions in this Section 6(a) are not satisfied as of the Closing Date, Buyer may elect to terminate this Agreement and receive a refund of the Xxxxxxx Money or waive the condition and close. (b) Seller’s obligation to consummate the transactions provided for herein, are subject to and contingent upon the satisfaction of the following conditions or the waiver of same by Seller in writing: (i) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date made; (other than representations ii) City shall have approved of: (A) Buyer as the “Developer” under the Development Agreement; (B) the form of Partial Assignment of Development Agreement; and warranties that are qualified as to materiality, which representations (C) the form of City Assurance; and (iii) Buyer shall have performed and warranties shall be true and correct satisfied in all respectsmaterial respects all agreements and covenants required hereby to be performed by Buyer prior to or at the Closing. If the conditions in this Section 6(b) at and are not satisfied as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in Seller may elect to terminate this Agreement and, if such condition is not satisfied as a result of Buyer’s default, retain the Closing Date; (iiXxxxxxx Money as provided in Section 11(a) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingbelow.

Conditions to Closing. a. The Buyer’s obligation of to pay the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date Purchase Price is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatto: (i) i. Buyer receiving duly executed counterparts of this agreement from Sellers; ii. all representations and warranties of the Investor made by Sellers contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties Section 5 hereof shall be true and correct in all respects) at and as correct; iii. there shall not be pending or threatened any action, suit, proceeding, inquiry or investigation, governmental or otherwise, that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the sale of the Closing Date, and consummation Purchased Units to be sold hereunder; iv. Buyer receiving written evidence that each Blackstone Board Designee has resigned from the Governing Board of the Closing shall constitute a reaffirmation by the Investor of Company and each of the representations and warranties of the Investor contained in this Agreement its subsidiaries effective as of the Closing Date; (ii) v. Buyer obtaining a waiver, in form and substance satisfactory to Buyer, pursuant to Buyer’s Credit Agreement, dated as of September 29, 2011 with Xxxxx Fargo Capital Finance, LLC and the Investor other parties named therein, which such waiver shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required permit the consummation of the transactions contemplated by this Agreement to be performed, satisfied or complied with by it at or prior to the Closingagreement; and (vi. Buyer receiving the written consent of Colt Defense Holding LLC or its designee that is an affiliate of Sciens Management LLC to the transactions contemplated by this Agreement. x. Xxxxxxx’ obligation to sell the Purchased Units is subject to: i. Sellers receiving duly executed counterparts of this agreement from Buyer; ii. all representations and warranties made by Buyer contained in Section 6 hereof shall be true and correct; and iii) . there shall not be pending or threatened any action, suit, proceeding, inquiry or investigation, governmental or otherwise, that seeks to restrain, enjoin, prevent the Issuer shall have receivedconsummation of or otherwise challenge the sale of the Purchased Units to be sold hereunder. iv. Sellers’ receipt of evidence that Buyer has obtained a waiver, at the Closingin form and substance satisfactory to Seller, subscriptions for the purchase pursuant to Buyer’s Credit Agreement, dated as of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000September 29, 2011 with Xxxxx Fargo Capital Finance, LLC and the purchase price related to other parties named therein, which such subscriptions waiver shall have been permit the consummation of the transactions contemplated by this agreement; and x. Xxxxxxx’ receipt of evidence that Buyer has received by the Issuer at written consent of Colt Defense Holding LLC or prior its designee that is an affiliate of Sciens Management LLC to the time of the Closingtransactions contemplated by this Agreement.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto Company and the Standby Purchaser to consummate the sale, purchase and issuance of transactions contemplated hereunder in connection with the Securities pursuant to this Agreement on the Closing Date is Standby Offering are subject to the condition that (i) as of fulfillment or waiver, prior to or on the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) the Rights Offering shall have been consummated at the Subscription Price; (ii) no judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Standby Offering or the material transactions contemplated by this Agreement; and (iii) all approvals and consents that are required in connection with the consummation of the Rights Offering and the Standby Offering shall have been duly obtained and shall be effective. (b) The obligations of the Standby Purchaser to consummate the transactions contemplated hereunder in connection with the Standby Offering are subject to the fulfillment or waiver, prior to or on the Closing Date, of the following conditions: (i) the representations and warranties of the Investor contained Company in this Agreement are Section 2 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made as of such date and the Company shall have performed all of its obligations hereunder; (other than ii) there shall have been no Material Adverse Change; (iii) there shall have been no Market Adverse Change; and (c) The obligations of the Company to consummate the transactions contemplated hereunder in connection with the Standby Offering are subject to the fulfillment or waiver, prior to or on the Closing Date, of the following condition: (i) that the representations and warranties that are qualified as to materiality, which representations and warranties of the Standby Purchaser in Section 3 shall be true and correct in all respects) at material respects as of the date hereof and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement Date as if made as of such date and the Closing Date; (ii) the Investor Standby Purchaser shall have performed, satisfied and complied in performed all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.its obligations hereunder

Conditions to Closing. a. (a) The obligation of the parties hereto Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then following conditions unless waived in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver writing by the Issuer of the additional conditions thatPurchaser: (i) all The Purchaser's Investment Committee or similar governing body shall have approved the purchase of the Securities by the Purchaser; (ii) The Purchaser shall have completed its business, legal, financial and tax due diligence to the satisfaction of the Purchaser; (iii) The representations and warranties of the Investor Company contained in this Subscription Agreement are shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at on and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and satisfied all conditions required by this Agreement on its part to be performed, performed or satisfied or complied with by it hereunder at or prior to the ClosingClosing Date; (iv) None of the issuance and sale of the Securities pursuant to this Subscription Agreement shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company; and (iiiv) the Issuer The Company shall have receiveddelivered the Subscription Agreement to the Purchaser, at duly executed on behalf of the Closing, subscriptions for Company. (b) The obligation of the purchase Company to consummate the Closing is subject to the following conditions unless waived in writing by the Company: (i) The representations and warranties of Securities by Xxxx Xxxxxxx Xxxxxx the Purchaser contained in an amount equal to or greater than $4,500,000this Subscription Agreement shall be true and correct in all material respects on and as of the Closing Date, and the purchase price related to such subscriptions Purchaser shall have been received by the Issuer complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the time Closing Date; and (ii) The Purchaser shall have delivered the Subscription Agreement to the Company, duly executed on behalf of the ClosingPurchaser.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to Company under this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be are subject to the satisfaction or valid waiver by the Issuer Company, on or before the Closing Date, of each of the additional conditions thatfollowing conditions: (i1) all The representations and warranties of the Investor Seller contained in this Agreement are Section 1 shall be true and correct in all material respects (other than on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date. (2) The Seller shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are qualified as required to materialitybe performed or complied with by it at or before the Closing. (3) The President of the Seller shall deliver to the Company at the Closing a certificate certifying that the conditions specified in Sections 6(a)(1) and 6(a)(2) have been fulfilled. (4) The Company shall have completed the IPO and shall have received full payment for the Common Shares offered thereby in the manner contemplated by the Underwriting Agreement. (5) No suit, action or other proceeding shall be pending or threatened before any court or before any governmental agency in which it is sought to restrain, prohibit, invalidate or set aside in whole or in part the consummation of the transactions contemplated by this Agreement. (b) The obligations of the Seller under this Agreement are subject to the satisfaction or waiver by the Seller, on or before the Closing Date, of each of the following conditions: (1) The representations and warranties of the Company contained in Section 2 shall be true and correct in all respects) at material respects on and as of the Closing Date, and consummation of Date with the Closing shall constitute a reaffirmation by the Investor of each of the same effect as though such representations and warranties of the Investor contained in this Agreement had been made on and as of the Closing Date;such date. (ii2) the Investor shall have performed, satisfied and complied in all material respects with all All covenants, agreements and conditions required by contained in this Agreement to be performed, satisfied performed by the Company on at prior to the Closing Date shall have been performed or complied with by it at or prior in all material respects. (3) The President and Chief Executive Officer of the Company shall deliver to the Closing; andSeller at the Closing Date a certificate certifying that the conditions specified in Sections 6(b)(1) and 6(b)(2) have been fulfilled. (iii4) No suit, action or other proceeding shall be pending or threatened before any court or before any governmental agency in which it is sought to restrain, prohibit, invalidate or set aside in whole or in part the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time consummation of the Closingtransactions contemplated by this Agreement.

Conditions to Closing. a. (a) The obligation obligations of the parties hereto to consummate Investors under this Amendment shall be, at the sale, purchase and issuance option of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing DateInvestors, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional following conditions thaton or prior to the Closing Date: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all There shall have been no material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation breach by the Investor Company or its Subsidiaries in the performance of any of their covenants and agreements herein; each of the representations and warranties of the Investor Company and its Subsidiaries contained or referred to herein shall be true and correct in this Agreement all material respects on such Closing Date as of the though made on such Closing Date, except for changes therein specifically permitted or contemplated by this Agreement; (ii) the Investor The Company shall have performedobtained the consents, satisfied approvals or waivers, as the case may be, of the Senior Lender and complied in all material respects with all covenants, agreements and conditions required the subordinated lenders as contemplated by this Agreement to be performed, satisfied or complied with by it at or prior to the ClosingSection 5(c) above; and (iii) the Issuer The Company and its Subsidiaries shall have received, at the Closing, subscriptions for the purchase made all of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal their deliveries to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer be made at or prior to the time Closing, as described in Sections 3 and 12. (b) The obligations of the Company and its Subsidiaries under this Amendment shall be, at the option of the Company, subject to the satisfaction of the following conditions on or prior to the Closing Date: (i) Each of the representations and warranties of the Investors contained or referred to herein shall be true and correct in all material respects on such Closing Date as though made on such Closing Date, except for changes therein specifically permitted or contemplated by this Agreement; (ii) The Company shall have obtained the consents, approvals or waivers, as the case may be, of the Senior Lender contemplated by Section 5(c) above; and (iii) The Investors shall have made all of their deliveries to be made at Closing, as described in Section 3. (c) The obligations of the Investors, the Company and the Subsidiaries to close under this Agreement shall be, at the option of such parties, subject to execution and delivery of the Intercreditor Agreement by and among the Senior Lender, the Investors and the Company, in substantially the form attached hereto as Exhibit D, on or prior to the Closing Date.

Conditions to Closing. a. The obligation Unless waived by the Managers, the several obligations of the parties hereto Underwriters hereunder are subject to consummate the sale, purchase and issuance accuracy of the Securities pursuant representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance by the Company of all the obligations to be performed by it under this Agreement on or prior to the Closing Date and the satisfaction of the following conditions: (a) Subsequent to the Applicable Time and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus, that, in the judgment of the Managers, is material and adverse and that makes it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and the Managers shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by either the chief executive officer or chief financial officer of the Company, to the foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained herein are true and correct as of the Closing Date and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. The officer making such certificate may rely upon the best of his knowledge as to proceedings threatened. (c) The Managers shall have received on the Closing Date is subject an opinion of Xxxxx X. Xxxxx, Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the condition that (i) as of Underwriters), dated the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has addressed to the Managers to the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (iias applicable) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations Company and warranties Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Investor contained State of Kansas and is duly qualified to transact business and is in this Agreement as good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Closing DateCompany and its subsidiaries, as a whole); (ii) all of the Investor issued shares of capital stock of the Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in the Time of Sale Prospectus and the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall have performed, satisfied state that he believes that both the Managers and complied he are justified in all material respects with all covenants, agreements relying upon such opinions and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; andcertificates); (iii) the Issuer shall Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have receivedbeen duly and validly authorized and issued and are fully paid and non-assessable; (iv) each of the indenture dated as of August 1, at 1998 (the Closing“Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, subscriptions as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Xxxxxx Trust and Savings Bank, as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by [ ] indentures supplemental thereto (such Mortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the supplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (the “Supplemental Indenture”) (the Mortgage, as so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (v) assuming the due authorization, execution and delivery by the other parties thereto, the Amended Mortgage constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (vi) the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Amended Mortgage have been duly paid; (vii) the Company has good and sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in such counsel’s opinion, do not interfere with the Company’s business, (b) minor defects, irregularities and deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such property and rights of- way for the purchase of Securities purposes for which they are held by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000the Company, and (c) other permitted liens as defined in the purchase price related Amended Mortgage; subject to such subscriptions shall have been received the qualifications set forth in this Section 4(c)(vii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Issuer Company, which properties and franchises include all the physical properties and franchises of the Company (other than classes of property expressly excepted in the Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at or prior to the time of the Closing.acquisition thereof by the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) the Offered Securities have been duly authorized, executed, and delivered by the Company; (xi) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage, the Offered Securities will be valid and binding obligations of the Company, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xii) this Agreement has been duly authorized, executed and delivered by the Company; (xiii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, and the Unit Agreement provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xiv) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xv) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvi) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xvii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xiii) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities;

Conditions to Closing. a. 3.2.1 The obligation obligations of each of the parties hereto Company and the Subscriber to consummate the saleClosing shall be subject to the satisfaction or valid waiver by the Company, purchase and issuance on the one hand, or the Subscriber, on the other, of the Securities pursuant to this Agreement conditions that, on the Closing Date is subject to the condition that Date: (i) as No suspension of the Closing Datequalification of the Common Stock for offering or sale or trading in any jurisdiction, no applicable or initiation or threatening of any proceedings for any of such purposes, shall have occurred. (ii) No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining preventing or prohibiting consummation of the transactions contemplated hereby hereby. (iii) Each of the Company and (iithe Subscriber acknowledge the Common Stock ownership and issuance limitations set forth in Section 3.1(i) above and agree that in no event shall such limitations be exceeded by either this Subscription Agreement or as a result of the Merger Agreement by and among New ParentOther Subscription Agreements, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; andif any. b. 3.2.2 The obligation of the Issuer Company to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer Company of the additional conditions that, on the Closing Date: (i) all All representations and warranties of the Investor Subscriber contained in this Subscription Agreement are shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties that are qualified expressly made as to materialityof an earlier date, which representations and warranties shall be true and correct in all respects) at material respects as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date). (ii) The Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement. (iii) Since the date of this Subscription Agreement, no event, the result of which is a Subscriber Material Adverse Effect, shall have occurred that is continuing. 3.2.3 The obligation of the Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by the Subscriber of the additional conditions that, on the Closing Date: (i) All representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date), and consummation of the Closing shall constitute a reaffirmation by the Investor Company of each of the representations representations, warranties and warranties of the Investor agreements contained in this Subscription Agreement as of the Closing Date;Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date). (ii) the Investor The Company shall have performed, satisfied and performed or complied in all material respects with all covenants, agreements and conditions covenants required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; andSubscription Agreement. (iii) Since the Issuer date of this Subscription Agreement, no event, the result of which is a Material Adverse Effect, shall have receivedoccurred that is continuing. (iv) The report required to be made by SK geo centric Co., at Ltd. to its principal creditor bank on overseas direct investments in accordance with the Closing, subscriptions for the purchase Foreign Exchange Transactions Regulations of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions Korea shall have been received accepted by the Issuer at or prior to the time of the Closingsuch bank.

Conditions to Closing. a. SECTION 8.1 Conditions to the Obligations of GCI and GCC. The obligation of the parties hereto each of GCI and GCC to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated by this Agreement on the Closing Date is subject to the condition that (i) as of fulfillment, on or prior to the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal following conditions (any or otherwise restraining all of which may be waived by GCC in whole or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject part to the satisfaction or valid waiver extent permitted by the Issuer of the additional conditions that:applicable law): (ia) all representations and warranties of the Investor Xxxxxxx contained in this Agreement are herein shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (iib) the Investor Xxxxxxx shall have performed, satisfied performed and complied in all material respects with all covenants, agreements obligations and conditions covenants required by this Agreement to be performed, satisfied performed or complied with by withby it at on or prior to the ClosingClosing Date; (c) certificates representing 100% of the Xxxxx Company Shares (or, in lieu thereof, a certificate attesting to the loss of any such certificate, in form reasonably satisfactory to GCC (a "Lost Stock Certificate")) shall have been, or shall at the Closing be, validly delivered and transferred to GCC, free and clear of any and all Liens; and (iiid) there shall not be in effect any order, injunction, judgment, decree, ruling, writ or assessment (collectively, "Order") by a governmental authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (e) the Issuer shall have received, at initial public offerings of all or a portion of the Closing, subscriptions for shares of common stock of GCC owned by a subsidiary of Xxxxxxx (the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions "Offerings") shall have been received by the Issuer at or prior to the time of the Closingconsummated.

Conditions to Closing. a. 9.1 Conditions to the Purchaser's Obligations. The obligation obligations of the parties hereto Purchaser to consummate the sale, purchase and issuance of the Securities pursuant to any Offered Shares contemplated by this Agreement on the Closing Date is are subject to the condition that (i) as satisfaction on or prior to the OPA Termination Date of each and every one of the Closing Datefollowing conditions precedent, no applicable governmental authority any one or more of which may be waived by the Purchaser: 9.1.1 There shall have enactednot be in force any injunction, issued, promulgated, enforced or entered any judgment, order, lawdecree or ruling by or before any Authority of competent jurisdiction restraining, rule enjoining, prohibiting, invalidating or regulation (whether temporaryotherwise preventing the consummation of the transactions contemplated hereby. No action, preliminary suit, claim or permanent) proceeding shall be pending before any Authority which is then in effect and has seeks to prohibit or enjoin the effect consummation of making the transactions contemplated hereby. No Law shall have been enacted, promulgated or enforced by any Authority which prohibits or makes illegal the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination this Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and. b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement 9.1.2 All Purchaser Consents shall be subject to in full force and effect and not revoked. 9.1.3 The Minimum Percentage shall have been tendered in the satisfaction or valid waiver by the Issuer of the additional conditions that:OPA and not withdrawn. (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each Each of the representations and warranties of made by the Investor contained Majority Shareholders or the Company in this Agreement shall have been true and correct (without giving effect to any materiality or Material Adverse Effect qualifier contained therein) in all respects as of the Closing date of this Agreement and on the OPA Termination Date; , except where any failure of such representations or warranties to be so true and correct, individually or in the aggregate, would not have, or be reasonable likely to have, a Material Adverse Effect, (ii) the Investor Majority Shareholders and the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by of the covenants set forth herein from the date of this Agreement to be performed, satisfied or complied with by it at or prior to until the Closing; and OPA Termination Date and (iii) the Issuer Purchaser shall have received, at received a certificate from the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related Majority Shareholders to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingeffect.

Conditions to Closing. As a condition precedent to the Closing, all of the following conditions will have been satisfied: a. The obligation following documents will have been delivered to Purchaser: i. This Agreement, executed by Company; ii. The Registration Rights Agreement, executed by the Company in the form attached hereto as Exhibit 2; iii. A Secretary’s Certificate in the form attached hereto as Exhibit 3, certifying as to and attaching copies of: (1) the resolutions of the parties hereto to consummate the sale, purchase and issuance Company’s board of the Securities pursuant to directors authorizing this Agreement on and the Closing Date is subject to the condition that (i) as of the Closing DateTransaction Documents, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and thereby, (ii2) Company’s current Certificate of Incorporation, and (3) Company’s current Bylaws; iv. Executed Transfer Agent Instructions, in the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, form attached hereto as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its termsExhibit 4; and v. The Opinion executed by Company’s counsel in the form attached hereto as Exhibit 5; b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained Company in this Agreement are will be true and correct in all material respects (other than representations and warranties that are qualified as Company will have delivered an Officer’s Closing Certificate to materialitysuch effect to Purchaser, which representations signed by an officer of Company; c. The Common Stock will be listed for and warranties shall be true currently trading on the Trading Market, and correct in all respects) at and as there is no notice of any suspension or delisting with respect the trading of the Closing Dateshares of Common Stock on such Trading Market; d. There is not then in effect any law, and consummation of rule or regulation prohibiting or restricting the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained transactions contemplated in this Agreement as or any other Transaction Document, or requiring any consent or approval which will not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required transactions contemplated by this Agreement Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings will be in progress, pending or, to be performedCompany’s knowledge threatened, satisfied by any person, other than Purchaser or complied with any Affiliate of Purchaser, that seek to enjoin or prohibit the transactions contemplated by it at or prior to the Closingthis Agreement; and (iii) the Issuer shall have received, at the Closing, subscriptions e. Company has a sufficient number of duly authorized shares of Common Stock reserved for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx issuance in an such amount equal as may be required to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior fulfill its obligations pursuant to the time Transaction Documents, including without limitation all Common Shares issuable upon conversion of the ClosingPreferred Shares.

Conditions to Closing. a. (a) The Company's obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement close hereunder shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) all The representations and warranties of made by the Investor contained Contributing Holders in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct correct, in all material respects) at , when made, and shall be true and correct, in all material respects, on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date. (ii) The Contributing Holders shall have performed, in all material respects, all covenants, obligations and conditions herein required to be performed or observed by them on or prior to the Closing Date. (iii) All material consents, approvals and waivers from third parties, governmental entities and other parties necessary to permit the Contributing Holders to transfer, and consummation the Company to acquire, the Partnership Interests and the Corporation Stock as contemplated by this Agreement shall have been obtained. (iv) No action by any governmental entity shall have been instituted or threatened which questions the validity or legality of the transactions contemplated in this Agreement and which could reasonably be expected to have a material effect on the right or ability of the Company to own the Partnership Interests or the Corporation Stock after the Closing shall constitute a reaffirmation or materially to damage the Company, JGW, the Partnerships or the General Partners if the transactions contemplated under this Agreement are consummated. (v) Delivery by the Investor of each of the Contributing Holders of instruments of transfer in a form acceptable to counsel to the Company effecting the transfer of the Partnership Interests to the Company, free and clear of liens, charges and encumbrances. (vi) Delivery by Xxxxxxx, Xxxxxxx and Xxxxxxx of certificates representing all of the issued and outstanding shares of Corporation Stock, duly endorsed for transfer or with stock powers attached duly executed in blank. (b) The Contributing Holders' obligations to close hereunder shall be subject to the satisfaction of the following conditions: (i) The representations and warranties of made by the Investor contained Company in this Agreement shall be true and correct, in all material respects, when made, and shall be true and correct, in all material respects, on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date;. (ii) the Investor The Company shall have performed, satisfied and complied in all material respects with respects, all covenants, agreements obligations and conditions herein required by this Agreement to be performed, satisfied performed or complied with observed by it at on or prior to the Closing; andClosing Date. (iii) All material consents, approvals and waivers from third parties, governmental entities and other parties necessary to permit the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal Contributing Holders to or greater than $4,500,000transfer, and the purchase price related Company to such subscriptions acquire, the Partnership Interests and the Corporation Stock as contemplated by this Agreement shall have been received obtained. (iv) No action by any governmental entity shall have been instituted or threatened which questions the validity or legality of the transactions contemplated in this Agreement and which could reasonably be expected to have a material effect on the right or ability of the Company to own the Partnership Interests or the Corporation Stock after the Closing or materially to damage the Company, JGW, the Partnerships or the General Partners if the transactions contemplated under this Agreement are consummated. (v) Delivery by the Issuer at or prior Company of duly executed stock certificates registered in the name of each Contributing Holder for the number of shares of Common Stock issuable to the time of the Closingsuch Contributing Holder in accordance with Schedule A attached hereto.

Conditions to Closing. a. The obligation Lender shall not be obligated to take, fulfill or perform any other action hereunder, until, all of the parties hereto to consummate the sale, purchase following conditions have been satisfied on and issuance of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority in the discretion of the Lender: (a) Each Transaction Document shall have enactedbeen duly executed by, issuedand delivered to, promulgatedthe parties hereto and thereto and the Lender shall have received such other documents, enforced instruments, agreements and legal opinions as the Lender shall request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Lender. (b) The Lender shall have received (i) satisfactory evidence, which may be in the form of a legal opinion or entered any judgmentofficer’s certificate, orderthat the Borrowers, lawthe Borrower Representative, rule or regulation (whether temporarythe Guarantors, preliminary or permanent) the Servicer and the Custodian have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is then in effect a party and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining thereby or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated an officer’s certificate from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation each of the Issuer Borrowers, the Borrower Representative, the Guarantors, the Servicer and the Custodian in form and substance satisfactory to consummate the sale and issuance Lender affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Securities at Lender against the Closing pursuant to this Agreement Borrowers for a breach or the Borrowers’ representations or warranties that all such consents and approvals have, in fact, been obtained. (c) Each representation or warranty by each of the Borrowers, each of the Guarantors, and the Servicer contained herein or in any other Transaction Document shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained herein or therein). (d) All consents, authorizations, permits and approvals of any Governmental Authority or other than representations Person necessary or advisable in connection with the execution and warranties that are qualified delivery of the Transaction Documents and the transactions contemplated thereby shall have been obtained and be in full force and effect. (e) All limited liability company and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto shall be satisfactory in form and substance to the Lender and such counsel, and the Lender and such counsel shall have received all such counterpart originals or certified copies of such documents as the Lender may reasonably request. (f) The Lender and its counsel shall have received originally executed copies of the favorable written opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Borrowers, as to materialitysuch matters as the Lender may reasonably request, which representations and warranties shall be true and correct in all respects) at and dated as of the Closing Date, Date and consummation otherwise in form and substance reasonably satisfactory to the Lender (and the Borrowers hereby instruct such counsel to deliver such opinions to the Lender). The Lender and its counsel shall have received originally executed copies of the Closing favorable written opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Servicer, as to such matters as the Lender may reasonably request, dated as of the Effective Date and otherwise in form and substance reasonably satisfactory to the Lender (and the Servicer hereby instructs such counsel to deliver such opinions to the Lender). The Lender and its counsel shall constitute a reaffirmation by have received originally executed copies of the Investor favorable written opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Guarantors, as to such matters as the Lender may reasonably request, dated as of the Effective Date and otherwise in form and substance reasonably satisfactory to the Lender (and each of the representations and warranties Guarantors hereby instructs such counsel to deliver such opinions to the Lender). (g) Each of the Investor contained Borrower shall have provided to the Lender its executed Governing Document, in this Agreement form and substance satisfactory to the Lender, which provides that such Borrower is a special purpose entity (1) with at least one (1) Independent Director or Independent Manager, if such entity is a limited liability company, or (2) that requires the affirmative consent of the trust certificate holder and trustee to take an Insolvency Action, if such entity is a statutory trust. The Servicer shall have provided to the Lender its executed Governing Document. Each Guarantor shall have provided to the Lender its executed Governing Document, in form and substance satisfactory to the Lender. (h) The Lender shall have received a certificate of the secretary or assistant secretary of (1) each of the Borrowers certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing any Transaction Document and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a recent date by the Closing Date; appropriate Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Investor Governing Documents of such Borrower as in effect on the date of such certifications, (iii) resolutions duly adopted by the board of directors or comparable governing body of such Borrower authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Borrower under the laws of each other jurisdiction where such Borrower is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect, (2) the Servicer certifying as to the incumbency and genuineness of the signature of each officer of the Servicer executing any Transaction Document and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of Servicer and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in Servicer’s jurisdiction of organization, (ii) the Governing Documents of the Servicer as in effect on the date of such certifications, (iii) resolutions duly adopted by the board of directors or comparable governing body of Servicer authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of Servicer under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of Servicer under the laws of each other jurisdiction where Servicer is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect and (3) each of the Guarantors certifying as to the incumbency and genuineness of the signature of each officer of such Guarantor executing any Transaction Document and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Guarantor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Guarantor’s jurisdiction of organization, (ii) the Governing Documents of such Guarantor as in effect on the date of such certifications, (iii) resolutions duly adopted by the board of directors or comparable governing body of such Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of such Guarantor under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Guarantor under the laws of each other jurisdiction where such Guarantor is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect. (i) The information, reports, certificates, documents, financial statements, operating statements, books, records, files, exhibits and schedules furnished in writing by or on behalf of the Borrowers, the Guarantors and the Servicer to the Lender in connection with the Transaction Documents and the transactions contemplated thereby, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. (j) There has not been a Material Adverse Effect. (k) The Borrowers shall have performed(i) delivered to the Lender such other documents, satisfied certificates, resolutions, instruments and complied agreements reasonably requested by the Lender and (ii) paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter. (l) The Borrowers and the Servicer shall each be in compliance in all material respects with all covenants, agreements Applicable Laws and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior shall have delivered an officer’s certificate to the Closing; andLender as to such compliance and other closing matters. (iiim) the Issuer No Event of Default, Servicer Event of Default, Default, or Servicer Default shall have receivedoccurred. (n) The Lender shall have received evidence that the Escrow Account, the Expense Reserve Account and the Interest Reserve Account have been established at the ClosingAccount Bank and that the Lender has sole dominion and control (including, subscriptions for without limitation, “control” within the purchase meaning of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, Section 9-104(a) of the UCC) over the Expense Reserve Account and the purchase price related to such subscriptions Interest Reserve Account under the Account Control Agreement. (o) The Lender shall have received evidence that the Collection Account shall have been received established by the Issuer at or prior Custodian under the Custodial Agreement. (p) The Lender has completed to the time its satisfaction such due diligence and modeling as it may require in its discretion, including, without limitation, its review of the ClosingBorrowers’ and the Servicer’s underwriting, servicing, collection, operating and reporting procedures and systems.

Conditions to Closing. a. The Buyer’s obligation to proceed to Closing is expressly contingent upon the satisfaction of the parties hereto to consummate following conditions: (a) There shall have occurred no material adverse change in the sale, purchase and issuance physical condition of the Securities pursuant Property from the condition which existed as of the final day of the Study Period, unless such material adverse change resulted from the tests, studies or other activities conducted by Buyer or Buyer’s Agents on the Property. (b) Title to this Agreement the Property at Closing shall be subject to no exceptions other than the Permitted Exceptions. After the Effective Date hereof, Seller shall not have (a) granted any easements and/or rights-of-way and/or other encumbrances over or through the Property, (b) entered into any new Service Contracts affecting all or any portion of the Property or amended, canceled or modified any existing Service Contracts (but Seller shall be entitled to cancel any Service Contracts in the event that the other party under the Service Contracts are in default thereunder and also to renew any existing Service Contracts if the terms thereof will expire prior to Closing), or (c) entered into any agreements or any proffers or other commitments affecting the Property, without in each instance obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that on the Closing Date is subject any of the foregoing conditions remain unsatisfied, then Buyer, at its option, shall either (a) terminate this Contract by delivery of written notice thereof to Seller, and thereupon the condition that parties hereto shall have no further rights or obligations hereunder other than the Surviving Obligations and the Deposit shall be returned to Buyer, or (ib) as waive the satisfaction of such condition(s) and proceed to Closing hereunder on the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that: (i) all representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closing.

Conditions to Closing. a. The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on the Each Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction following conditions and deliveries being met on such Closing's Closing Date: (a) At or valid waiver by prior to the Issuer of Closing, unless otherwise indicated below, the additional conditions thatCompany shall deliver or cause to be delivered to each Purchaser participating in such Closing the following: (i) all representations and warranties a stock certificate evidencing the Shares purchased by such Purchaser, registered in the name of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of the Closing Datesuch Purchaser; (ii) a Warrant registered in the Investor shall have performedname of such Purchaser; (iii) the Registration Rights Agreement, satisfied and complied duly executed by the Company; (iv) this Agreement, duly executed by the Company; (v) at the Initial Closing only, a legal opinion of Company Counsel, in all material respects with all covenantsthe form of EXHIBIT D attached hereto; and (vi) at the Initial Closing only, agreements and conditions required by this Agreement to be performeda lock-up letter, satisfied or complied with by it at in the form attached as EXHIBIT E, from each executive officer of the Company. (b) At or prior to the Closing, each Purchaser participating in such Closing shall deliver or cause to be delivered to the Company the following: (i) such Purchaser's Subscription Amount in accordance with the Escrow Agreement; (ii) this Agreement, duly executed by such Purchaser; and (iii) the Issuer Registration Rights Agreement duly executed by such Purchaser. (c) It shall have receivedbe a condition to the obligation of the Company, on the one hand, to issue and sell the Shares and the Warrants to be issued and sold at the a Closing, subscriptions for and of the Purchasers participating in a Closing, on the other hand, to purchase such Shares and Warrants, that all representations and warranties of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, the other party(ies) contained herein shall remain true and correct as of the purchase price related to Closing Date of such subscriptions Closing and all covenants and obligations of the other party(ies) shall have been received by the Issuer at fully performed or otherwise satisfied or waived if due on or prior to such date, including the time conditions to release the funds held in escrow as set forth in Section 5 of the ClosingEscrow Agreement.

Conditions to Closing. a. Section 7.01. The obligation of Provo to effect the parties hereto to consummate the sale, purchase and issuance sale of the Securities pursuant to this Agreement on the Closing Date is subject to the condition that (i) as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement Provo Mexico Shares shall be subject to the satisfaction fulfillment at or valid waiver by prior to the Issuer Closing Date of the additional conditions thatfollowing requirements, any or all of which may be waived in writing by Provo in its sole discretion: (ia) all The representations and warranties of the Investor Buyers contained in this Agreement are and any other document delivered by it in accordance with the terms of this Agreement shall have been true and correct when made and, in addition, shall be true in all material respects (other than representations on and warranties that are qualified as to materiality, which representations of the Closing Date with the same force and warranties shall be true and correct in all respects) at effect as though made on and as of the Closing Date, and consummation . (b) Each of the Closing parties shall constitute a reaffirmation by the Investor of each have executed and delivered all of the representations and warranties of Transaction Documents to which they are parties, including the Investor contained Reseller Agreement in this Agreement substantially the form annexed hereto as of the Closing Date;Exhibit A. (iic) the Investor The Buyers shall have performed, satisfied observed and complied in all material respects with all covenantsof its obligations, agreements covenants and agreements, and shall have satisfied or fulfilled in all material respects all conditions contained in any document referenced herein and required by this Agreement to be performed, observed or complied with, or to be satisfied or complied with fulfilled by it the Buyers at or prior to the Closing; andClosing Date. (iiid) the Issuer Provo shall have receivedexecuted the Callisto Agreement. (e) Provo shall have received approval of this Agreement and the transactions contemplated hereby from a majority of its shareholders, at which majority shall include the Closingpersons named on SCHEDULE 7.01(E) attended hereto. (f) Provo shall have filed the Information Statement with the SEC, subscriptions for the purchase SEC shall have deemed the Information Statement effective, Provo shall have mailed the Information Statement and any required accompanying materials to all shareholders of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000record, and twenty (20) days shall have elapsed from the purchase price related date of mailing. (g) Provo shall have received an irrevocable written consent executed by the Buyers in the form annexed hereto as Exhibit B (the "Shareholder Written Consent"). (h) Provo shall have received an updated fairness opinion from Beckett Race Securities, concludixx xxxt the transaction contemplated by this Agreement is fair to such subscriptions Provo's shareholders from a financial point of view. (i) No order of any court or administrative agency shall be in effect which constrains or prohibits the transactions contemplated hereby, and no claim, suit, action, inquiry, investigation or proceeding in which it will be, or it is, sought to restrain, prohibit, or change the terms of or obtain damages or other relief in connection with this Agreement or any other transactions contemplated hereby, shall have been received instituted or threatened by any person or entity, in which in the reasonable judgment of Provo (based on the likelihood of success and material consequences of such claim, suit, action, inquiry or proceeding) makes it inadvisable to proceed with the consummation of such transactions. (j) All filings with, and consents, waivers, approvals, licenses and authorizations by, third parties and governmental and administrative authorities (and all amendments or modifications to existing agreements with third parties) (the "Consents") required as a pre-condition to the performance by the Issuer at parties of their obligations hereunder and under any agreement delivered pursuant hereto, shall have been duly made or prior to the time obtained and shall be in full force and effect. (k) The validity of all transactions contemplated by all of the ClosingTransaction Documents, as well as the form and substance of all agreements, instruments, opinions, certificates and other documents delivered by Provo Mexico pursuant hereto, shall be satisfactory in all material respects to Provo and its counsel. (l) The transactions contemplated hereby can be effected on a tax-free basis for Provo.

Conditions to Closing. a. The (a) Unless waived in writing by Buyer, the obligation of the parties hereto Buyer to consummate the sale, purchase and issuance of the Securities pursuant to transactions contemplated under this Agreement on the Closing Date is subject to the condition that (i) fulfillment, as of the Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation each of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation of the Issuer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions thatfollowing conditions: (i) all The representations and warranties of Arcade and Bioplan, as the Investor contained in this Agreement case may be (other than those that are qualified by materiality) shall be true and correct in all material respects (other than and any representations and warranties that are qualified as to materiality, which representations and warranties by materiality shall be true and correct in all respects) at on and as of the Closing Date, Date with the same effect as though made on and consummation as of such date (except to the Closing shall constitute a reaffirmation by the Investor extent of each of the those representations and warranties of the Investor contained in this Agreement which address matters only as of the Closing Date;a particular earlier date which representations shall have been true and correct only as of such particular earlier date). (ii) Arcade or Bioplan, as the Investor case may be, shall have performed, satisfied performed and complied in all material respects with all covenants, agreements obligations and conditions undertakings required by this Agreement to be performed, satisfied performed or complied with by it at on or prior to the Closing; andClosing Date. (iii) the Issuer No judgment, order or decree shall have receivedbeen rendered, at or formal proceeding potentially leading thereto begun, which has or would reasonably be expected to have the effect of enjoining the consummation of the transactions contemplated by this Agreement. (iv) The actions and deliveries contemplated by Section 2.2(b) shall have been fulfilled or shall be contemporaneously fulfilled. (v) Between the date of this Agreement and the Closing Date, nothing shall have occurred that has had a Material Adverse Effect. (vi) Any and all Liens (other than Permitted Liens) on the Acquired Assets shall have been released or agreed to be released as of the Closing by the holder of such Liens, in forms reasonably satisfactory to Buyer and its counsel. (vii) Buyer shall have received a certificate from each of Arcade and Bioplan signed by a duly authorized officer of such Party in his or her capacity as such, certifying that the conditions specified in Section 7(a)(i), (ii) and (v) have been satisfied. (viii) Buyer shall have received a certificate from each of Arcade and Bioplan signed by the duly authorized secretary or assistant secretary of such Party in his or her capacity as such, certifying (A) a certificate of good standing of such Party certified by the Secretary of State of the State of Delaware, issued not more than ten (10) business days prior to the Closing Date; (B) all resolutions of the board of directors of such Party relating to this Agreement and the transactions contemplated hereby; and (C) incumbency and signatures of the officers of such Party executing this Agreement or any other agreement contemplated by this Agreement. (ix) Buyer shall have obtained the proceeds from the Financing. (x) As of the Closing, subscriptions the employment agreements with Buyer, each in the forms attached hereto as Exhibit G, shall be in effect (except if the agreements have been terminated by Buyer for any reason). (b) Unless waived in writing by Arcade, the purchase obligation of Securities Arcade to consummate the transactions contemplated under this Agreement is subject to the fulfillment, as of the Closing Date, of each of the following conditions: (i) The representations and warranties of Buyer shall be true and correct in all material respects (except that any representations and warranties that are qualified by Xxxx Xxxxxxx Xxxxxx materiality shall be true and correct in an amount equal all respects) on and as of the Closing Date with the same effect as though made on and as of such date (except to or greater than $4,500,000, the extent of those representations and the purchase price related to such subscriptions warranties which address matters only as of a particular earlier date which representations shall have been received true and correct only as of such particular earlier date). (ii) Buyer shall have performed and complied in all material respects with all covenants, obligations and undertakings required by the Issuer at this Agreement to be performed or complied with on or prior to the time Closing Date. (iii) No judgment, order or decree shall have been rendered, or formal proceedings potentially leading thereto begun, which has or would reasonably be expected to have the effect of enjoining the consummation of the Closingtransactions contemplated by this Agreement. (iv) The actions and deliveries contemplated by Section 2.2(a) shall have been fulfilled or shall be contemporaneously fulfilled. (v) Arcade shall have received a certificate from Buyer signed by a duly authorized officer of Buyer in his or her capacity as such, certifying that the conditions specified in Section 7(b)(i) and (ii) have been satisfied. (vi) Arcade shall have received a certificate from Buyer signed by the duly authorized secretary or assistant secretary of Buyer in his or her capacity as such, certifying (A) a certificate of good standing of Buyer certified by the Secretary of State of the State of Delaware, issued not more than ten (10) business days prior to the Closing Date; (B) all resolutions of the board of directors of Buyer relating to this Agreement and the transactions contemplated hereby; and (C) incumbency and signatures of the officers of Buyer executing this Agreement or any other agreement contemplated by this Agreement.