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. 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. (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. 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. 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 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. 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. 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. 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. 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. (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. (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. 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. 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. 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. 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. 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. (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. (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. 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 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. 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. (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. (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. (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. (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 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. (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. (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. 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. (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. (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. 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. (a) The obligation of each party hereto to consummate the transactions contemplated by this Article II shall be conditioned on: (i) the completion of the closing under the Agreement and Plan of Merger, dated as of December 14, 2001, by and among the Company and International Securities Exchange LLC, (ii) the completion of the closing under the Agreement and Plan of Merger, dated as of April 10, 2002, by and among the Company, ETC Acquisition Corp. and Electronic Technology Corp, and (iii) the issuance, purchase of and payment for the Shares to be purchased and sold hereunder not being prohibited by any applicable law, court order or governmental regulation. (b) The obligation of each Stockholder to consummate the transactions contemplated by this Article II shall be conditioned on (i) the representations and warranties made by the Company in this Agreement being true and correct as of the Closing Date and the Company’s delivery to the Stockholders of a certificate, dated the Closing Date and executed in the name and on behalf of the Company by its Chairman of the Board, President or any Vice President, to such effect, (ii) there being no material adverse change in the Company’s financial condition, results of operations or business taken as a whole as of the Closing Date and (iii) the execution and delivery by the Company of the Stockholders Agreement, attached as Exhibit A hereto. (c) The obligation of the parties hereto Company to consummate the saletransactions contemplated by this Article II, purchase as to each Stockholder, shall be conditioned on the execution and issuance delivery by such Stockholder 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 Stockholders 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. (a) The obligation of Seller to sell the parties hereto Property 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 satisfaction 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 Purchaser shall have performed, satisfied and warranties of the Investor contained in this Agreement are true complied, or tendered performance, satisfaction and correct compliance, in all material respects (other than representations respects, with every covenant, agreement 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 condition required by the Investor of each of the representations and warranties of the Investor contained in this Agreement as of to be performed or complied with by Purchaser on or before the Closing Date; (ii) The representations and warranties of Purchaser shall be true and correct in all material respects on the Investor Closing Date, provided that as of the Closing Date there shall be no change from the date hereof with respect to the representations contained in Sections 9.3(b) and (c); and (iii) The Sale Notice shall have been given and no objections to the transactions contemplated hereby shall have been timely made in response to the Sale Notice and/or at Seller's sole and absolute discretion or if objections to the Sale Notice shall have been timely made, the Approval Order shall have been entered by the Court and such Approval Order shall have become a final and non-appealable order. The conditions set forth in the foregoing clauses (i), (ii) and (iii) are for the sole benefit of Seller and may be waived, in whole or in part, by Seller in its sole and absolute discretion. A Notice by Seller to Purchaser indicating that the conditions set forth in the foregoing clauses (i), (ii) and (iii) have been, or will as of the Initial Closing Date be, satisfied or waived, as determined by Seller, shall be referred to as a "CLOSING NOTICE." (b) The obligation of Purchaser to purchase the Property from Seller is subject to the satisfaction of the following conditions: (i) Seller shall have performed, satisfied and complied or tendered performance, satisfaction and compliance, in all material respects respects, with all covenantsevery covenant, agreements agreement and conditions condition required by this Agreement to be performed, satisfied performed or complied with by it at Seller on or prior to before the ClosingClosing Date; and (iiiii) The representations and warranties of Seller shall be true and correct in all material respects as of the Issuer Closing Date, provided that as of the Closing Date there shall have received, at be no change from the Closing, subscriptions date hereof with respect to the representations contained in Section 9.2(b). The conditions set forth in the foregoing clauses (i) and (ii) are for the purchase sole benefit of Securities Purchaser and may be waived, in whole or in part, by Xxxx Xxxxxxx Xxxxxx Purchaser in an amount equal to or greater than $4,500,000, its sole and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingabsolute discretion.

Conditions to Closing. a. (a) Conditions to Each Party’s Obligation. The obligation respective obligations of the parties hereto each Party 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 (or waiver, if permissible under applicable Law, by such Party in writing), at or prior to Closing, of each of the following conditions: (i) as of the Closing Date, no applicable governmental authority No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule Order or regulation (whether temporary, preliminary or permanent) Law which is then in effect as of the Closing Date and has the effect of (A) making the transactions contemplated by this Agreement illegal or (B) otherwise restraining or prohibiting the consummation of any transactions contemplated by this Agreement; (ii) The waiting period (and any extension of the waiting period) applicable to the consummation of the transactions contemplated hereby illegal by this Agreement under the HSR Act shall have been terminated or otherwise restraining or prohibiting consummation shall have expired; and (iii) The SMC Stockholder Approval shall have been obtained in accordance with applicable Law, the Charter and the Bylaws. (b) Tall Oak Parent Conditions. The obligations of Tall Oak Parent to consummate 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 waiver, if permissible under applicable Law, by the Issuer Tall Oak Parent in writing), at or prior to Closing, of each of the additional conditions that: following conditions: (i) all representations and warranties (A) Each 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 Summit Fundamental Representations shall be true and correct in all respectsrespects on and as of the Execution Date and the Closing Date as if made on the Closing Date (other than any such representation or warranty that is made as of a specified date, which shall be true and correct as of such specified date) at except for de minimis inaccuracies, and (B) all representations and warranties given by Summit and contained in Article V other than the Summit Fundamental Representations given by Summit, in each case, without giving effect to any materiality or Summit Material Adverse Effect qualifiers contained therein (other than in respect of the defined term “Summit Material Contract”), shall be true and correct on and as of the Closing Date, Date as if made on 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; Date (other than any such representation or warranty that is made as of a specified date, which shall be true and correct as of such specified date), except, in the case of this clause (B), for such breaches, if any, of such representations and warranties that, when taken as a whole, would not constitute a Summit Material Adverse Effect; (ii) the Investor Summit shall have performed, satisfied performed 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 Summit on or prior to the Closing; and (iii) the Issuer Closing Date and shall have receiveddelivered, caused to be delivered, or be ready, willing and able to deliver at the Closing, subscriptions to Tall Oak Parent or the applicable required Person, all of the closing deliveries set forth in Section 2.5(b); (iii) Common Stock of SMC continues to be approved for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000listing on, and continue to be traded on, the purchase price related to such subscriptions NYSE; and (iv) No Summit Material Adverse Effect shall have been received by the Issuer at or prior to the time of the Closingoccurred since January 1, 2024.

Conditions to Closing. a. The Buyer's obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant proceed to Closing 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 subject to the satisfaction or valid waiver by the Issuer of the additional following conditions thatprecedent: (ia) Seller shall have performed and satisfied each and all of Seller's obligations under this Agreement; (b) Each and all of Seller's representations and warranties of the Investor contained 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 the Contract Date 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 at the Closing Date; (iic) There shall be no material change between the Investor Contract Date and the Closing Date in the physical or financial condition or profitability of the Property or Improvements or in Seller's obligations with respect thereto; (d) Buyer shall have performedreceived all corporate and partnership approvals to complete this transaction on or before the Inspection Date. (e) Buyer, as Landlord, and Seller, as Tenant, shall have executed a lease for approximately 6,832 square feet located on the second floor mezzanine of the Building, which lease shall be in substantially the form attached hereto as Exhibit Q. The lease shall be for a term of four (4) years, with a modified gross rent of $4.75 per square foot, all as more particularly set forth in Exhibit Q. In the event any of the foregoing conditions are not satisfied on the Closing Date, Buyer shall have no obligation to proceed to Closing and, unless Buyer shall deliver written notice to Seller that Buyer has waived any unsatisfied condition and complied in all material respects with all covenantswill proceed to Closing, agreements and conditions required by this Agreement shall cease and terminate, the Earnxxx Xxxey shall be returned and paid to be performedBuyer, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer and neither party shall have receivedany further obligation hereunder. Notwithstanding the foregoing, at the Closing, subscriptions nothing contained herein shall waive or diminish any right or remedy Buyer may have for the purchase Seller's default or breach 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 Closingthis Agreement.

Conditions to Closing. a. Section 8.1. Conditions to the Parent's and Merger Sub's Obligations. The obligation obligations of the parties hereto Parent, Bank and Merger Sub 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 subject to the satisfaction or valid waiver following additional conditions, which may be waived in writing by the Issuer of the additional conditions thatParent: (ia) all The representations and warranties of the Investor contained Company and the Shareholders set forth in this Agreement are shall be true and correct in all material respects as of the date of this Agreement and (other than except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; provided, however, that are qualified as for purposes of determining the satisfaction of the condition contained in this Section 8.1(a), (i) no effect shall be given to materialityany exception or reference in such representations and warranties relating to knowledge, which materiality or a Material Adverse Effect; and (ii) such representations and warranties shall be deemed to be true and correct in all respects) at and as material respects only if the failure or failures of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the such representations and warranties of to be so true and correct (without giving effect to such knowledge, materiality and Material Adverse Effect exceptions and references) do not represent in the Investor contained in this Agreement as of the Closing Date;aggregate a Material Adverse Effect. (iib) The Company and the Investor Shareholders 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 Company and the Shareholders at or prior to the Closing; andClosing Date; (iiic) The Company and the Issuer Shareholders shall have receiveddelivered to Parent a certificate dated as of the Closing Date, at confirming the Closingsatisfaction of the conditions contained in paragraphs (a) and (b) of this Section 8.1; (d) Parent shall have received the opinion of Cameron & Mittxxxxx XXX, subscriptions for counsel to the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, Company and the purchase price related to such subscriptions Shareholders, dated the Closing Date, substantially in the form attached hereto as Exhibit C; (e) No requisite regulatory approval shall have been received by impose any term, condition or restriction upon Parent, Bank, Merger Sub or any of their respective Affiliates that Parent, Bank or Merger Sub reasonably determines would so materially adversely affect the Issuer at economic or prior to the time business benefits of the Closing.transactions contemplated by this Agreement to Parent, Bank or

Conditions to Closing. a. (a) The obligation of the parties hereto Holders hereunder 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 (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 Holders’ 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 Holders 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 the Transfer Agent to credit to the Holders or their designees the Exchange Shares pursuant to the terms of this Agreement; (ii) The Company shall have submitted, and The New York Stock Exchange (the “NYSE”) shall have approved, a supplemental listing application with respect to the Exchange Shares on or prior to the Closing Date; 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. (other than b) The obligation of the Company hereunder to consummate the transactions contemplated hereby 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 Holders with prior written notice thereof: (i) The representations and warranties that are qualified as to materiality, which representations and warranties of the Holders 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 Holders 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 their part to be performed, performed or satisfied or complied with by it at or prior to the Closing; andClosing Date. (iiiii) The Holders shall have delivered to the Company, or caused to be delivered, whatever documents of conveyance or transfer may be necessary to transfer and confirm 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 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 Private Placement Warrants to the time of Company on 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 Units, 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 Units 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. (v) Such Purchaser shall have delivered a completed and executed Investor Questionnaire to the Company. (c) The Company and each Purchaser shall use their best efforts to cause their respective conditions to closing set forth in this Section 10 to be satisfied.

Conditions to Closing. a. (i) The obligation of the parties hereto El Paso Parties to consummate proceed with the sale, purchase and issuance of the Securities pursuant to this Agreement on the Step Two 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 in writing, in whole or in part: (iA) All of the conditions of the GulfTerra Parties (as defined in the Merger Agreement) to the consummation of the Merger (other than completing the transactions referred to in this Section 2.2), and the 20 Business Day requirement contained in Section 2.1(a) of the Merger Agreement, shall have been satisfied or waived; and (B) Enterprise Products Operating L.P. shall not have breached its obligation to close the acquisition contemplated by the Gas Plant Purchase and Sale Agreement. (C) The representations and warranties of the Enterprise Parties set forth in Section 3.3 (without regard to Materiality Requirements therein) shall be correct as of the Second Closing Date, as if remade on such date (except for representations and warranties made as of a specific date, which shall be correct as of such specific date), and each of the Enterprise Parties shall have performed all of the obligations of such party hereunder (without regard to Materiality Requirements therein) except where the failure of such representations and warranties to be correct and the failure of such obligations to be performed could not, in the aggregate, reasonably be expected to result in (A) an adverse effect on the Enterprise Parties involving $100,000,000 or more or (B) an Enterprise Material Adverse Effect and (ii) GulfTerra MLP shall have received a certificate, dated 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 of an executive officer of Enterprise GP certifying to the matters set forth 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 this Section 2.2(b)(i)(C). (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 Enterprise Parties to consummate proceed with the sale and issuance of the Securities at the Step Two Closing pursuant to this Agreement shall be is subject to the satisfaction on or valid waiver by prior to the Issuer Closing Date of all of the additional conditions thatfollowing conditions, any one or more of which may be waived in writing, in whole or in part: (iA) all All of the conditions of the Enterprise Parties (as defined in the Merger Agreement) to the consummation of the Merger (other than completing the transactions referred to in this Section 2.2), and the 20 Business Day requirement contained in Section 2.1(a) of the Merger Agreement, shall have been satisfied or waived; and (B) Neither El Paso Parent nor any of its affiliates shall have breached its obligation to close the sale contemplated by the Gas Plant Purchase and Sale Agreement. (C) The representations and warranties of the Investor contained El Paso Parties set forth in this Agreement are true Sections 3.1, 3.2 and correct in all material respects 3.4 (without regard to Materiality Requirements therein) other than those set forth in Section 3.4(g)(ii) shall be correct as of the Second 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 correct as of such specific date), and each of the El Paso Parties shall have performed all of the obligations of such party hereunder (without regard to Materiality Requirements therein) except where the failure of such representations and warranties to be correct and the failure of such obligations to be performed could not, in the aggregate, reasonably be expected to result in (A) an adverse effect on the GulfTerra Parties involving $100,000,000 or more or (B) a GulfTerra Material Adverse Effect and (ii) Enterprise MLP shall be true and correct in all respects) at and have received a certificate, dated as of the Closing Date, and consummation of an executive officer of GulfTerra GP certifying to the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained matters set forth 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 ClosingSection 2.2(b)(ii)(C).

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 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 shall be preceded by, and conditioned upon, the following cumulative events: (a) Purchaser, HVS and MASTER shall have caused the capital of the transactions contemplated hereby and COMPANY to be increased by One-Hundred Eighteen Million Brazilian Reais (iiR$ 118,000,000.00) through the Merger Agreement by and among New Parentcapitalization of the COMPANY’s Profit Reserve as presented in its balance sheet drawn up on December 31, Eagle Merger Corp. and Issuer, dated November 13, 20222012, as amended and/or restated from time well as the relevant capitalization to time be registered with the Sisbacen System, such capitalization and registration to occur no later than May 10, 2013; (b) MASTER shall have completed, made legally effective and formalized its capital reduction, through the relevant amendment to the Articles of Association, duly filed with the relevant Board of Trade, as deliberated by the Minutes of the 56th. Shareholders Resolution held on March 1st., 2013; (c) MASTER shall have effected the payment in kind of the capital reduction amount to its quotaholders, i.e., MERITOR BRAZIL and XXXXXX, by assigning and transferring to them, proportionally to their respective equity participation, the full title of all of the quotas held by MASTER in the corporate capital of the COMPANY, such assignment and transfer through the appropriate amendment to the Articles of Association of the COMPANY, duly filed with the relevant Board of Trade, by virtue of which MERITOR BRAZIL shall have acquired the legitimate ownership of the MERITOR BRAZIL Quotas; (d) A decision by XXXX’x General Superintendent Office clearing the transaction contemplated in this Agreement shall have been issued and an additional mandatory fifteen (15) day waiting period following publication of the decision in the federal gazette shall have elapsed with no appeal by third parties or request for further review by any of XXXX’x Commissioners or, in case that an appeal is filed or further review is requested, a definitive clearing decision by XXXX is rendered (the “Business Combination AgreementFinal XXXX Receipt Day”), 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. (e) The obligation of Parties shall have formalized the Issuer to consummate the sale following interest on equity 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 thatdividends distributions: (i) all representations Immediately after the signature of this Agreement, on the same day, the COMPANY will declare the distribution of dividends and warranties interest on equity for its quotaholders correspondent to the COMPANY’s 2012 fiscal year, in total amount of Sixteen Million Nine Hundred Seven-Teen Thousand Three Hundred Seventy Brazilian Reais and Twenty-Two Cents (R$ 16,917,370.22) as follows: Quotaholder Interest on Equity (R$) Dividends (R$) MASTER 7,124,521.79 1,871,628.17 HVS 3,207,689.43 842,667.35 XXXXXX 3,065,539.29 805,324.19 (ii) Immediately after the formalization of the Investor contained item (i), on the same day, the COMPANY will declare the distribution of interest on equity for its quotaholders correspondent to the COMPANY’s 2013 first quarter results, in this Agreement are true total amount of Two Million Eight Hundred Two Thousand One Hundred Sixty Two Brazilian Reais and correct Nineteen Cents (R$ 2,802,162.19) as follows: Quotaholder Interest on Equity (R$) MASTER 1,490,105.79 HVS 670,893.67 XXXXXX 641,162.73 (iii) MERITOR BRAZIL will receive indirectly through MASTER own distribution the amount of Four Million Three Hundred Sixty Seven Thousand Five Hundred Twenty Five Brazilian Reais and Fifty Two Cents (R$ 4,367,525.52). MASTER will declare the distribution of interest on equity and dividend for its quotaholders correspondent to the MASTER’s 2012 fiscal year and 2013 first quarter results immediately after the formalization of the item (ii), on the same day. (iv) The distributions mentioned in all material respects the precedent items (other i), (ii) and (iii) will be paid no earlier than representations the Final XXXX Receipt Day and warranties that are qualified as no later than two business days prior 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. (a) The obligation respective obligations of the parties hereto each party 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 on or valid waiver by prior to the Issuer Closing Date of the additional conditions thatcondition that no order, writ, injunction or decree of a court of competent jurisdiction shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood of resulting in any such order, writ, injunction or decree. (b) The obligations of the Buyer under this Agreement to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the Buyer in its sole discretion: (i) all representations and warranties of the Investor contained Seller in this Agreement are true shall be true, complete and correct in all material respects (other than representations respects, in each case when made 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, Date as if made on 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 Buyer shall have performedreceived additional financing sufficient to repurchase the Securities (other than under its existing Revolving Credit and Security Agreement with PNC Bank, satisfied National Association, as Agent and Lender (the “Credit Agreement”)) on terms and conditions satisfactory to the Buyer in its sole discretion; (iii) the Buyer shall have received such consents, waivers and/or amendments as may be necessary for the Buyer to consummate the transactions contemplated hereby, including without limitation under the Indenture governing its 8.50% Senior Secured Second Lien Notes due 2017 and under the Credit Agreement; and (iv) all of the terms, covenants and conditions to be complied with and performed by the Seller on or prior to the Closing Date shall have been complied with or performed in all material respects with all covenants, agreements and conditions required by respects. (c) The obligations of the Seller under this Agreement to consummate the transactions contemplated hereby to be performedconsummated at the Closing shall be subject to the satisfaction, satisfied or complied with by it at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the Seller in its sole discretion: (i) all representations and warranties of the Buyer in this Agreement shall be true, complete and correct in all material respects, in each case when made and on and as of the Closing Date as if made on and as of the Closing Date; and (iiiii) all of the Issuer shall have receivedterms, at the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal covenants and conditions to or greater than $4,500,000, be complied with and the purchase price related to such subscriptions shall have been received performed by the Issuer at Buyer on or prior to the time of the ClosingClosing Date shall have been complied with or performed in all material respects.

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 shall be the satisfaction or otherwise restraining waiver of each of the conditions (the "Closing Conditions") (i) the satisfaction or prohibiting consummation waiver of each of the Closing Conditions set forth in the Global Settlement Agreement; (ii) all of the Purchased Assets are owned by Debtor in fee simple or are subject to an installment sale agreement with the XXX, except for that which is leased to Debtor; and either any and all rights of third parties to the Purchased Assets that are owned by Debtor shall have been terminated or, in the case of the XXX, it has agreed to amend the installment sale agreement with the Debtor to reflect terms acceptable to RG&E and consented to the assignment of such agreement, as amended, to RG&E; (iii) absence of any material change in the condition of the Purchased Assets (ordinary wear and tear from April 30, 1998 and any effect from the operation of this facility prior to the Effective Date at the request of RG&E excepted), including without limitation any damage, destruction or loss, whether or not covered by insurance, which has or will have a materially adverse effect on the Purchased Assets; and (iv) Debtor shall have delivered to RG&E the Consents and Instruments of Transfer in form and substance reasonably satisfactory to RG&E; and The simultaneous closing of the transactions contemplated hereby and by the Global Settlement Agreement and the Plan shall occur within five (ii5) business days following 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 date on which the last Closing Condition is satisfied or waived (the “Business Combination Agreement”)date of such closing being the "Effective Date") . The closing shall be at the offices of Nixon, pursuant to which Hargrave, Devans & Xxxxx LLP, 437 Madison Avenue, New York, New York or such other location as the Issuer will become a wholly-owned subsidiary parties may agree. Until closing, Debtor shall bear the risk of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation loss from any damage or destruction 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 ClosingPurchased Assets.

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, 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: (ia) 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 New Notes in the aggregate principal amount set forth in Section 1.1; (d) The Company shall have submitted to The NASDAQ Stock Market LLC the requisite notification form with respect to the listing on The NASDAQ Global Market (the “Principal Market”) of the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable upon conversion of the New Notes; (e) The New Notes shall have been approved for trading on The PORTAL Market, subject only to notice of issuance at or prior to the time of issuance; (f) The Company shall have obtained a Committee on Uniform Securities Identification Procedures number (CUSIP number) for the New Notes; (g) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, 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 by the Securities 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 Exchange Commission (the “Business Combination AgreementSEC”) or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened (and remain unresolved), 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 either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; and (h) The Company shall have furnished to the Holder a certificate, dated as of the Closing shall constitute Date, of a reaffirmation by duly authorized officer of the Investor of each of Company, in form and substance reasonably satisfactory to the Holder, to the effect that (x) the representations and warranties of the Investor Company contained in this Agreement as of Article III hereof were true and correct on the date hereof and are true and correct on the Closing Date; Date (iias though made on such date) and (y) the Investor shall have performed, satisfied and Company has complied in all material respects with all covenants, of its agreements and conditions covenants contained herein that are required by this Agreement to be performed, satisfied or complied with by it at or performed prior to the Closing. (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, 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 completed, executed and delivered to the Company a letter of transmittal in the form attached as Exhibit B hereto (the “Letter of Transmittal”); (c) The Holder shall have delivered, or caused to be delivered, to the Company the Old Notes being exchanged pursuant to this Agreement in accordance with the terms hereof and the Letter of Transmittal; and (iiid) The Holder shall have furnished to the Company a certificate, dated as of the Closing Date, of a duly authorized officer of the Holder, in form and substance reasonably satisfactory to the Company, to the effect that (x) the Issuer shall have received, at representations and warranties of the Closing, subscriptions for Holder contained in Article II hereof were true and correct on the purchase date hereof and are true and correct on the Closing Date (as though made on such date) and (y) the Holder has complied in all material respects with all of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal its agreements and covenants contained herein that are 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 be performed prior to the time of the Closing.

Conditions to Closing. a. (a) The obligation of the parties hereto Company and the Trust to consummate close 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 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 preventing the consummation of the closing of 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 the CTP Holders on or prior to the Closing shall have been duly complied with and performed in all material respects, and all documents to be delivered or actions to be taken by the CTP Holders shall have been delivered or performed; and (iii) each of the representations and warranties of made by the Investor contained in this Agreement are CTP Holders herein shall be true and correct in all material respects 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). (b) The obligation of the CTP Holders to close the transactions contemplated hereunder is subject to the satisfaction on or prior to the Closing of the following conditions: (i) no order, injunction or decree issued by any court or agency of competent jurisdiction or other than legal restraint or prohibition preventing the consummation of the closing of 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 the Company, in its capacity as the CTC Holder and otherwise, and the Trust on or prior the Closing shall have been duly complied with and performed in all material respects, and all documents to be delivered or actions to be taken by the Company, in its capacity as the CTC Holder and otherwise, and the Trust shall have been delivered or performed; (iii) each of the representations and warranties that are qualified as to materiality, which representations made by the Company and warranties the Trust herein shall be true and correct in all respects) at and material respects as of the Closing Date, Date (unless such representation 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 warranty is made as of a specific date and then shall be true and correct as of such date); (iv) the Declaration Institutional Trustee shall have executed and delivered to the Indenture Trustee the Indenture Consent; (v) the Indenture Trustee shall have executed and delivered to the Company the Amended and Restated Indenture; (vi) the Declaration Institutional Trustee and the Declaration Delaware Trustee shall have executed and delivered to the Company the Amended and Restated Declaration; (vii) the Company and Wilmington Trust Company, as trustee, shall have executed and delivered to the CTP Holders the New Preferred Securities Guarantee; (viii) the Company shall have executed and delivered to the CTC Holder the New Common Securities Guarantee; (ix) Xxxxxxxx, Xxxxxx and Finger shall have delivered an opinion, dated the Closing Date, in the form attached hereto as Exhibit O; (iix) the Investor Battle Xxxxxx LLP shall have performeddelivered an opinion, satisfied and complied dated the Closing Date, 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 Closingform attached hereto as Exhibit P; and (iiixi) the Issuer Xxxxxxx Xxxxx Xxxxxxx and Xxxxxxxxx shall have receiveddelivered an opinion, at dated the ClosingClosing Date, subscriptions for in 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.form attached hereto as Exhibit Q.

Conditions to Closing. a. The (a) Marathon's Obligation in ---------------------- ------------------------ the Event of an Exercise by Marathon of its Special Termination Right or its ---------------------------------------------------------------------------- Marathon Call Right or an Exercise by Ashland of its Ashland Put Right. ----------------------------------------------------------------------- Marathon's obligation of the parties hereto to consummate the sale, purchase and issuance of pay for Ashland's Membership Interests and the Securities Ashland LOOP/LOCAP Interest pursuant to this Agreement on in the Closing Date event of an exercise by Marathon of its Special Termination Right or its Marathon Call Right or in the event of an exercise by Ashland of its Ashland Put Right is subject in each case to the condition that satisfaction (ior waiver by Marathon) as of the Closing of the following conditions: (i) As of the Closing Date, there shall be no applicable governmental authority shall have enacted(i) injunction or restraining order of any nature issued by any Governmental Authority which directs, 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 directing, that the Closing shall not be consummated as herein provided or (ii) investigation, action or other proceeding that shall have been brought by any Governmental Authority and be pending on the Closing Date, or that shall have been threatened by any Governmental Authority, in any such case against Marathon or Ashland in connection with 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 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 which is reasonably likely to result in an injunction or restraining order which directs, or which has the satisfaction or valid waiver by the Issuer effect 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 directing, 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 not be consummated as of the Closing Dateherein provided; (ii) the Investor waiting period under the HSR Act, if applicable to the purchase and sale of Ashland's Membership Interests pursuant to this Agreement shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied expired or complied with by it at or prior to the Closingbeen terminated; 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 each party 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 respective representations and warranties of the Investor contained Depositor, the Trust and the Co-Owner Eligible Lender Trustee set forth in this Agreement are Articles III and IV hereof, respectively, 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 DateDate as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and consummation as of such date; (b) Each party shall have performed in all material respects all of the Closing shall constitute a reaffirmation covenants and agreements required to be performed and complied with by the Investor of each of the representations and warranties of the Investor contained in it under this Agreement as of prior to the Closing Date; (iic) Each party shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the Closing Date, the Depositor, the Depositor Eligible Lender Trustee, the Trust or the Co-Owner Eligible Lender Trustee, as applicable (and any other parties to each of the following agreements or instruments), shall have executed and delivered the following to the applicable parties, together with the execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the delivery of the following agreements or instruments): (1) the Investor Base Indenture, together with the Terms Supplement (collectively, the "Indenture"), relating to and securing payment of the Notes, to be entered into by and among the Trust, the Co-Owner Eligible Lender Trustee and the Indenture Trustee; (2) an opinion of Calfxx, Xxlter & Grisxxxx XXX as to the first perfected security interest of the Indenture Trustee for the benefit of the Noteholders; (3) written evidence from the Co-Owner Eligible Lender Trustee satisfactory to the Indenture Trustee and Calfxx, Xxlter & Grisxxxx XXX as to the existence of a fully effective Contract of Guarantee with each Guarantee Agency with whom the Depositor Eligible Lender Trustee had maintained a Contract of Guarantee with respect to the Financed Student Loans; (4) an executed original Administration Agreement between the Trust and the Administrator; (5) an executed original Master Servicing Agreement between the Trust and the Master Servicer; (6) bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Trust and the Co-Owner Eligible Lender Trustee shall have performedreasonably requested pursuant to Section 2.02 hereof; (7) a certificate of an appropriate officer of the Depositor and the Depositor Eligible Lender Trustee, satisfied dated the Closing Date, stating that the conditions set forth in subsections 7.01(b) and complied in all material respects with all covenants, agreements and conditions required by this Agreement (c) above to be performed, satisfied or complied with by it at or prior to the ClosingDepositor and the Depositor Eligible Lender Trustee have been satisfied; and (iiia) such other instruments of assumption and/or release as the Issuer Depositor and the Depositor Eligible Lender Trustee, or any one of them, shall have receivedreasonably request of the Trust and Co-Owner Eligible Lender Trustee to cause the Trust and Co-Owner Eligible Lender Trustee to assume, at respectively, the ClosingDepositor Obligations and the Depositor Eligible Lender Trustee Obligations or to release, subscriptions for respectively, the purchase Depositor from the Depositor Obligations and the Depositor Eligible Lender Trustee from the Depositor Eligible Lender Trustee Obligations; (b) legal opinions, in form and substance satisfactory to the parties listed in subsection 7.01(a) and their counsel, with respect to the organization and authority of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000the Depositor and Trust, true sale, non-consolidation and bankruptcy remoteness, and such other matters as such counsel may reasonably require and (c) such other opinions, documents, instruments and agreements as the purchase price related to such subscriptions shall have been received by Indenture Trustee, Calfxx, Halter & Grisxxxx XXX, Thomxxxx Xxxe & Xlorx XXX, the Issuer at Trust or prior to the time of the ClosingCo-Owner Eligible Lender Trustee, or their respective counsels, may request.

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 and AERKOMM 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 or AERKOMM at or prior to the Closing. (ii) The representations and warranties of each of the Investor Company and AERKOMM 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 a Company Material Adverse Effect or AERKOMM Material Adverse Effect, 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 a Company Material Adverse Effect or AERKOMM 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 each of the Investor Company and AERKOMM of each of the representations respective representations, warranties and warranties agreements of the Investor Company and AERKOMM contained in this Subscription Agreement as of the Closing Date;. (iiiii) 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. (iv) 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 Company Material Adverse Effect or AERKOMM Material Adverse Effect which is continuing and uncured. 3.2.3 The Closing shall also be subject to the satisfaction or valid waiver by each of the Company and AERKOMM 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. 4.1 Conditions to the Purchaser's, the Parent's and the Merger Sub's Obligations. The obligation obligations of the parties hereto Purchaser, the Parent and the Merger Sub 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 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 Purchaser, the Parent and Merger Sub in writing) of the additional following conditions thatas of the Closing: (i) all The representations and warranties of the Investor contained Company in this Agreement are (other than those representations and warranties that address matters as of particular dates) shall be true and correct in all material respects (other than as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, except for representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respectsrespects as written on the Closing Date and (ii) the representations and warranties of the Company in this Agreement that address matters as of particular dates shall be true and correct as of such dates (subject to subsection (i) above); in each case, except to the extent of changes or developments contemplated by the terms of this Agreement; (b) The Company shall have performed all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (c) No judgment, decree or order shall have been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (d) There shall be no action, suit, claim, order, injunction or proceeding of any nature pending, or threatened in writing (or orally to the actual knowledge of Jxx Xxxxxxxx), against Purchaser, Parent, the Company or the Subsidiary, their respective properties or any of their respective officers or directors arising out of, or in any way connected with, the Merger or the other transactions contemplated by this Agreement; (e) The Company and its Subsidiary shall have delivered to Purchaser all consents, waivers and approvals set forth in Sections 5.5 and 5.6 of the Disclosure Schedule; (f) The Shareholders receiving Merger Consideration shall have executed and delivered the Holdback Agreement; (g) Jxx Xxxxxxxx shall have executed and delivered a new Employment Agreement substantially in the form of Exhibit A attached hereto, which employment agreement shall supersede in its entirety any preexisting employment agreement between said employee and the Company, effective as of the Effective Time; (h) Purchaser shall have received a legal opinion from legal counsel to the Company and its Subsidiary, in the form of Exhibit I attached hereto; (i) The Merger, this Agreement and the principal terms hereof and the transactions contemplated hereby shall have been approved by the holders of not less than 95% of the outstanding shares of the Company's capital stock on an as-converted basis, which approval shall include the approval of holders of not less than a majority of the outstanding shares of each series of Preferred Stock, each voting as a separate series on an as-converted basis; (j) Each Shareholder who is entitled to receive any portion of the Merger Consideration shall have duly completed, executed and delivered to the Company and to the Purchaser, on or prior to the Closing Date, a Letter of Transmittal in the form attached hereto as Exhibit F, pursuant to which such Shareholder shall join and become a party to this Agreement and be bound by all of the terms and conditions of this Agreement; (k) Holders of no more than, in aggregate, five percent (5%) of the outstanding shares of the Company's capital stock shall have exercised their rights of appraisal for such shares in accordance with Chapter 13 of the CCC; (l) The Company shall have delivered to the Purchaser each of the following: (i) a certificate of an authorized officer of the Company and of the Subsidiary, dated as of the Closing Date, stating that the conditions specified in subsections (a) and (b), as they relate to the Company and the Subsidiary, have been satisfied; (ii) copies of the unanimous resolutions duly adopted by the Company's board of directors (certified by the Company's corporate secretary) authorizing the execution, delivery and performance of this Agreement, each of the Transaction Documents to which the Company is a party, and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iii) copies of an action by written consent of the Closing shall constitute a reaffirmation by requisite shareholders of the Investor Company evidencing (x) the shareholder approval set forth in Section 4.1(j) above and (y) the approval of the appointment of Fortis Advisors LLC as the Shareholder Representative to act as set forth herein; (iv) the written resignations, effective as of the Effective Time, of each of the representations directors and warranties officers of the Investor contained Company and the Subsidiary; (v) the written release of all Liens relating to the assets or capital stock of the Company and the Subsidiary (other than Permitted Liens) executed by the holder of or parties to each such Lien in this Agreement form and substance reasonably satisfactory to Purchaser and its counsel; (vi) certificates of good standing and tax clearance certificates for the Company and the Subsidiary dated within ten (10) calendar days of the Closing Date, issued by the appropriate Governmental Authorities in California and in each jurisdiction in which the conduct of their respective business requires each such entity to be qualified to do business as a foreign entity; (vii) all share transfer books, minute books, corporate seals and other corporate records of the Company and the Subsidiary (to the extent not previously delivered); (viii) copies, certified by the Secretaries of the Company and the Subsidiary to be true, complete and correct as of the Closing Date, of the Articles of Incorporation of the Company and the Subsidiary and all amendments thereto, and of the Company's and the Subsidiary's Bylaws and all amendments thereto; (iiix) evidence of termination of the following (collectively, the "Terminated Agreements"): (1) all option plans, option agreements, warrant agreements, grants, rights or awards relating to the capital stock of the Company and the Subsidiary, including but not limited to the Company's 2001 Stock Option/Stock Issuance Plan, the Company's 2004 Executive Incentive Plan, the Company's 2011 Stock Option/Stock Issuance Plan, and all other like plans or agreements, (2) all lines of credit or other credit facilities or agreements in the name of the Company or the Subsidiary, (3) all Investors' Rights Agreements, (4) all Right of First Refusal and Co-Sale Agreements, (5) the Investor shall have performedCompany's obligations and liabilities under the Special Compensation Plan, satisfied along with documentation evidencing the assignment to and complied in assumption by the SCP Entity of all material respects with obligations and liabilities under such plan, (6) all covenantsIndemnification Agreements between the Company and the Subsidiary and their respective current and former officers, agreements directors and conditions required by this Agreement to be performedshareholders, satisfied or complied with by it at or prior including but not limited to the ClosingIndemnification Agreements identified in Section 5.26(h) of the Disclosure Schedule, and (7) all modifications, amendments or supplements to any of the documents identified in (1) through (6) above, including evidence reasonably satisfactory to Purchaser's counsel that each of the foregoing terminated plans and agreements shall be of no further force or effect and there shall be no obligations or liabilities thereunder on the part of the Company, the Subsidiary, the Purchaser or the Parent from and after the Closing Date, except as expressly set forth herein; and (iiix) the Issuer D&O Tail. (m) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect; (n) The Shareholder Representative shall have received, at executed and delivered the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, Holdback Agreement and the purchase price related to such subscriptions Paying Agent and Shareholder Representative shall have been received by executed and delivered the Issuer at or prior Paying Agent Agreement; (o) The Company shall have delivered to the time of Purchaser the ClosingRegistration Rights Agreement executed by each Shareholder receiving Stock Consideration.

Conditions to Closing. a. Section 6.1 The obligation Company's Conditions to Close. The 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 at or valid waiver prior to the Closing of each of the following conditions, but compliance with any or all of such conditions may be waived (in whole or in part), in writing, by the Issuer of Company, to the additional conditions thatextent permitted by applicable law: (ia) all The representations and warranties of the Investor Parent contained in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of Parent contained in this Agreement that are not so qualified shall be true and correct in all material respects on the date hereof and on the Closing Date (other than after taking into account the updated Parent Disclosure Schedules delivered by Parent pursuant to Section 5.21), with the same effect as though such representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at had been made on and as of the Closing DateDate (except to the extent that they expressly relate to an earlier date); provided, and consummation of that, the Closing conditions set forth in this Section 6.1(a) shall constitute a reaffirmation be deemed satisfied by Parent to the Investor of each of the representations and warranties of the Investor extent that any such inaccuracies contained in this Agreement any such representation or warranty of Parent do not, individually or in the aggregate, adversely affect Parent or the properties, assets, liabilities (fixed or otherwise) or condition (financial or otherwise) of Parent and any of its subsidiaries, taken as a whole, in an amount in excess of the Closing Date$200,000; (iib) the Investor Parent and Mergerco shall have performed, satisfied performed and complied in all material respects with all covenants, of the covenants and agreements contained in this Agreement (other than in Section 5.6) and satisfied in all material respects all of the conditions required by this Agreement to be performed, satisfied performed or complied with or satisfied by it Parent at or prior to the Closing; (c) Parent, Mergerco and the Company shall have received all approvals and actions of or by all Governmental Bodies, which are necessary to consummate the transactions contemplated hereby; (d) There shall not have occurred any change which would have or would be likely to have a Material Adverse Effect with respect to Parent or Mergerco; (e) On the Closing Date, there shall be no Requirement of Law, injunction, restraining order or decree of any nature of any court or Governmental Body in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement; (f) No action, suit or proceeding shall have been instituted by any person or entity, or threatened by any Governmental Body, before a court or Governmental Body, to restrain or prevent the carrying out of the transactions contemplated by this Agreement and the Merger Agreement; (g) The valuation of the Merger Consideration shall have been approved as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation); (h) The Merger and the Merger Agreement shall have been duly approved by the affirmative vote of the holders of not less than a majority of the shares of Company Common Stock outstanding and entitled to vote with respect thereof (voting as a single class with the holders of Company Preferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), by the holders of the Company Preferred Stock with each series voting separately as a class in accordance with the Company's Articles of Incorporation and by the holders of the Company Preferred Stock with each series voting as a single class on as as-if converted basis in accordance with the Company's Articles of Incorporation; (i) Parent shall have delivered the PPM to each Shareholder; (j) The Company shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act pursuant to and in full compliance with the conditions of Rule 506 of Regulation D promulgated thereunder; (k) The Company shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration or qualification provisions of all state securities laws applicable to the Merger and the transactions contemplated thereby; (l) Parent shall have executed and delivered to the Company the Assignment and Assumption Agreement; (m) Parent shall have performed fully Parent's obligations under Section 5.18(a); (n) Parent and Mergerco shall have executed and delivered to the respective Shareholder party thereto the D'Angelo Employment Agreement, the Xxxxxx Employment Agreement, the Xxxxxx Employment Agreement, the Xxxxxx Employment Agreement and the Xxxxx Employment Agreement; (o) The Merger Agreement shall have been filed with the Secretary of State of the State of California; (p) Parent shall have executed and delivered to the Shareholders signatory thereto the Registration Rights Agreement; (q) Parent shall have consummated its acquisition of TrustWave pursuant to the terms of the TrustWave Agreement and Plan of Merger and the TrustWave Supplemental Agreement and TrustWave shall have become a wholly owned subsidiary of Parent; (r) The shareholders of Patron Holdings shall have approved the Patron Holdings Merger and Parent and Patron Holdings shall have effected the Patron Holdings Merger; (s) There shall have been no material breach by TrustWave of any of its representations and warranties contained in Article III of the TrustWave Supplemental Agreement, which breach is not cured or remedied in full to the Company's reasonable satisfaction within 10 days after written notice of such breach provided by the Company to Parent; (t) There shall not exist or have been made any material misrepresentation or omission in any of the Patron Holdings Filings, which material misrepresentation or omission is not cured or remedied in full to the Company's reasonable satisfaction within 10 days after written notice thereof provided by the Company to Parent; and (iiiu) the Issuer Parent 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 Company a certificate, in form and substance reasonably satisfactory to the Company, dated as of the ClosingClosing Date, signed by Parent's chief executive officer and chief financial officer, to the effect set forth in clauses (a) through (f), inclusive, of this Section 6.1.

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 Company hereunder in connection with the Closing Date is are subject to the condition that (i) as of the Closing Datefollowing conditions being met, 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 extent not waived by the Issuer of the additional conditions thatCompany in writing: (i1) all the representations and warranties of the Investor contained Lender set out 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 when made and as of on the Closing Date; (2) the Lender shall have performed all obligations, covenants and consummation agreements of the Lender required to be performed at or prior to the Closing Date; (3) the Company shall constitute a reaffirmation have received the additional loan funds in the amount of $400,000 in immediately available funds; (4) the Lender shall have executed and delivered the Note to the Company; (5) the Lender shall have executed and delivered this Agreement to the Company; and (6) the Lender shall have delivered to the Company such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. b) The obligations of Lender hereunder in connection with the Closing are subject to the following conditions being met to the extent not waived by the Investor of each of Lender in writing: (1) the representations and warranties of the Investor contained Company set out in this Agreement as of shall be true and correct in all respects when made and on the Closing Date; (ii2) the Investor Company shall have performedperformed all obligations, satisfied covenants and complied in all material respects with all covenants, agreements and conditions of the Company required by this Agreement to be performed, satisfied or complied with by it performed at or prior to the Closing; andClosing Date; (iii3) the Issuer Company shall have received, at executed and delivered the Closing, subscriptions for Note to the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000, and Lender; (4) the purchase price related to such subscriptions Company shall have been received by executed and delivered the Issuer at or prior Agreement to the time of Lender; (5) The Company shall have executed and delivered this Security Agreement to the ClosingLender; (6) the Company shall have delivered to the Lender such other documents or instruments as the Lender reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

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 are subject to the condition that satisfaction of the following conditions: (i) as of any applicable waiting period under the Closing Date, no applicable governmental authority HSR Act with respect to the transactions contemplated hereby shall have enactedexpired or been terminated; and (ii) there shall not be in force an injunction or order of any court of competent jurisdiction, issuedor any Applicable Law adopted after the date hereof, promulgatedin the United States enjoining, enforced prohibiting or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has rendering illegal the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and hereby. (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 Buyer to consummate the sale and issuance of the Securities at the Closing pursuant to this Agreement shall be is subject to the satisfaction or valid waiver by the Issuer of the additional following further conditions that:(any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law): (i) all representations and warranties (A) the Fundamental Warranties of the Investor Companies and Seller contained in this Agreement are Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects (other than as of the Closing Date, as if made at and as of such date, except with respect to 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 of the Companies, other than the Fundamental Warranties, contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the Closing Date, as if made at and consummation 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 to, individually or in the Closing shall constitute aggregate, have a reaffirmation by the Investor of each of Material Adverse Effect; (C) the representations and warranties of Seller, other than the Investor Fundamental Warranties, contained in this Agreement Agreement, disregarding all qualifications contained 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 materially impair Seller’s ability to perform or comply with its obligations under this Agreement or consummate the transactions contemplated hereby; (ii) the Investor covenants of the Companies and Seller to be performed prior to the Closing shall have performedbeen performed (or any non-performance shall have been cured) in all material respects; (iii) since the date of this Agreement, satisfied there shall not have occurred a Material Adverse Effect; and (iv) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing clauses (i), (ii) and complied (iii). (c) The obligation of Seller to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by Applicable Law): (i) (A) the Fundamental Warranties of Buyer contained in this Agreement 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 covenantsmaterial respects at and as of such date, agreements and conditions required by (B) the representations and warranties of Buyer, other than Fundamental Warranties, contained in this Agreement 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 perform or comply with its obligations under this Agreement or consummate the transactions contemplated hereby; (ii) the covenants of Buyer to be performed, satisfied or complied with by it at or performed prior to the ClosingClosing shall have been performed (or any non-performance shall have been cured) in all material respects; and (iii) the Issuer Seller shall have received, at received a certificate signed by an executive officer of Buyer to the Closing, subscriptions for effect of the purchase of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal foregoing clauses (i) and (ii). (d) All conditions to or greater than $4,500,000, and the purchase price related Closing shall be deemed to such subscriptions shall have been received by satisfied or waived from and after the Issuer at or prior to the time consummation of the Closing. Neither Seller nor Buyer may rely on the failure of any condition set forth in this Article 9 to be satisfied if such failure was caused by the failure of Seller, on the one hand, or Buyer, on the other hand, respectively, to comply with its obligations under this Agreement.

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 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 obligation Lender shall not be required to close the transaction provided for herein unless and until each and every one of the parties hereto following conditions has been satisfied or waived by Xxxxxx in writing, in its sole and absolute discretion: (a) Xxxxxx has received a commitment for a current CLTA form owner’s title insurance policy issued by the Title Company, in an amount satisfactory 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 Lender (the “Business Combination AgreementCoverage Amount”), pursuant showing Borrower to which be the Issuer will become a wholly-owned subsidiary owner of New Parent the Property, subject only to the Permitted Exceptions, and with such endorsements as Lender may request, in its sole and absolute discretion. (b) Xxxxxx has received an owner’s title policy, in the Coverage Amount, insuring the fee simple title to the Property in Lender, subject only to the Permitted Exceptions, and with such endorsements as Lender may request, in its sole and absolute discretion (the “Business CombinationTitle Policy”), has not been terminated in accordance with its terms; and. b. The obligation (c) Borrower shall have made all of the Issuer deliveries and payments to consummate Lender or the sale Title Company required by this Agreement (including the Closing Documents), and issuance the Borrower shall have observed and performed all other covenants and agreements to be observed and performed hereunder. (d) All of the Securities at representations, warranties and covenants of the Closing pursuant to Borrower contained in 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 . In the event any of the conditions to Xxxxxx’s obligation to proceed to Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained set forth in this Agreement as of are not satisfied by the Closing Date; (ii) the Investor Date or waived by Lender in writing, Lender shall have performedthe right, satisfied in addition to any and complied all rights specified elsewhere in all material respects with all covenantsthis Agreement, agreements and conditions required by to terminate this Agreement upon written notice to be performedBorrower, satisfied or complied with by it at or prior to the Closing; and (iii) the Issuer whereupon this Agreement 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, become null and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Closingvoid.

Conditions to Closing. a. (a) The obligation of the parties hereto to consummate the sale, purchase and issuance of the Securities pursuant to this Agreement on Purchaser's obligations at the Closing Date is are subject to the condition fulfillment and satisfaction, prior to or at the Closing, of each of the following conditions, any one or more of which may be waived by the Purchaser (the Closing shall evidence that such conditions have been satisfied or waived): (i) the representations and warranties of the Seller in this Agreement and in the agreements and instruments required to be delivered by the Seller at the Closing shall be deemed to have been made again at and as of the Closing DateDate and shall then be complete and correct in all material respects, no applicable governmental authority and at the Closing the Seller shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in delivered to the Purchaser a certificate to such effect and has signed by the effect of making consummation chief executive officer of the transactions contemplated hereby illegal Seller; (ii) each of the obligations of the Seller to be performed by it prior to or otherwise restraining at the Closing pursuant to the terms of this Agreement shall have been so performed by it, and at the Closing the Seller shall have delivered to the Purchaser a certificate to such effect signed by the chief executive officer of the Seller; (iii) all of the agreements, instruments and documents required to be delivered to the Purchaser by the Seller prior to or prohibiting at the Closing shall have been so delivered; (iv) all action required to be taken by or on the part of the Seller, Zila and Bio-Dental to authorize the execution, delivery and performance of this Agreement and all of the agreements, instruments and documents executed and delivered by the Seller, Zila and Bio-Dental in connection herewith, and the consummation of the transactions contemplated hereby and thereby, shall have been duly and validly taken by the Board of Directors and the shareholder of the Seller and the Board of Directors of Zila and Bio-Dental, and at the Closing the Seller shall have delivered to the Purchaser certificates to such effect signed by an officer of the Seller, Zila and Bio-Dental; (iiv) there shall not be any inquiry, investigation, action or proceeding by or before any Governmental Entity (A) which seeks to restrain, enjoin, prohibit or invalidate this Agreement or the Merger transactions contemplated hereby, or which might affect the right of the Purchaser to own, operate in their entirety or control the Business or the Assets, or (B) which seeks to subject the Purchaser to any liability, fine, forfeiture or penalty on the grounds that the Purchaser either has or will breach any Requirement of Law or has otherwise acted improperly in connection with this Agreement by or the transactions contemplated hereby; (vi) there shall not have occurred since the date hereof (A) any material adverse change in the Assets or in the financial condition, results of operations, liabilities, earnings or prospects of the Business, or (B) any other event, loss, damage, condition or state of facts (other than those which occur as a direct result of the Purchaser's breach of this Agreement) of any character that materially and among New Parentadversely affects or can reasonably be expected to materially and adversely affect the Assets or the financial condition, Eagle Merger Corp. and Issuerresults of operations, dated November 13liabilities, 2022, as amended and/or restated from time to time (earnings or prospects of 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 termsBusiness; and b. (vii) The obligation Seller shall have obtained the consent of Congress Financial Corporation (Western) to the consummation of the Issuer to consummate the sale and issuance of the Securities transactions contemplated by this Agreement. (b) The Seller's obligations at the Closing pursuant to this Agreement shall be are subject to the satisfaction fulfillment and satisfaction, prior to or valid waiver at the Closing, of each of the following conditions, any one or more of which may be waived by the Issuer of Seller (the additional Closing shall evidence that such conditions that:have been satisfied or waived): (i) all the representations and warranties of the Investor contained Purchaser in this Agreement are true and correct in all material respects (other than representations the agreements and warranties that are qualified as instruments required to materiality, which representations and warranties be delivered by the Purchaser at the Closing shall be true and correct in all respects) deemed to have been made again at and as of the Closing DateDate and shall then be complete and correct in all material respects, and consummation at the Closing the Purchaser shall have delivered to the Seller a certificate to such effect signed by the chief executive officer 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) each of the Investor obligations of the Purchaser to be performed by it prior to or at the Closing pursuant to the terms of this Agreement shall have performedbeen so performed by it, satisfied and complied at the Closing the Purchaser shall have delivered to the Seller a certificate to such effect signed by the chief executive officer of the Purchaser; (iii) all of the agreements, instruments and documents required to be delivered to the Seller by the Purchaser prior to or at the Closing shall have been so delivered; (iv) all action required to be taken by or on the part of the Purchaser and HSI to authorize the execution, delivery and performance of this Agreement and all of the agreements, instruments and documents executed and delivered by the Purchaser and HSI in all material respects connection herewith, and the consummation of the transactions contemplated hereby and thereby, shall have been duly and validly taken by the Board of Directors and the shareholder of the Purchaser and the Board of Directors of HSI, and at the Closing the Purchaser shall have delivered to the Seller certificates to such effect signed by an officer of the Purchaser and HSI; (v) there shall not be any inquiry, investigation, action or proceeding by or before any Governmental Entity (A) which seeks to restrain, enjoin, prohibit or invalidate this Agreement or the transactions contemplated hereby, or (B) which seeks to subject the Seller to any liability, fine, forfeiture or penalty on the grounds that the Seller either has or will breach any Requirement of Law or has otherwise acted improperly in connection with all covenants, agreements and conditions required this Agreement or the transactions contemplated hereby; (vi) the Seller shall have obtained the consent of Congress Financial Corporation (Western) to 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 (iiivii) the Issuer Seller shall have received, at consummated 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 sale of the ClosingMail Order Business to an MO Purchaser.

Conditions to Closing. a. 3.2.1 The obligation Closing shall be subject to the satisfaction or waiver in writing 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 on the Closing Date is subject to the condition that Nasdaq shall be in effect, and no initiation or threat of any proceedings for such purposes of delisting shall have occurred; (iii) as of the Closing DateNo government or governmental, no applicable governmental tribunal, judicial, administrative or self-regulatory body thereof, or political subdivision thereof, whether U.S., foreign, federal, national, state or local, or any agency, bureau, board, commission instrumentality or authority thereof, including any state’s attorney general or any court or arbitrator (public or private) shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, orderdecree, law, rule executive order or regulation (whether temporary, preliminary or permanent) award 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 hereby; (iiiii) All conditions precedent to 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 consummation of the Issuer to consummate Transaction set forth in the sale and issuance of the Securities at the Closing pursuant to this Agreement Transaction Agreement, shall be have been satisfied or, subject to the satisfaction or valid waiver other provisions of this Subscription Agreement, waived by the Issuer party entitled to the benefit thereof (other than those conditions that, by their nature, may only be satisfied at the consummation of the additional Transaction, but subject to satisfaction of such conditions that:as of the consummation of the Transaction), and the Transaction will be consummated substantially concurrent with Closing; (iiv) Solely with respect to Subscriber, 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; (v) Solely with respect to the Company, Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed by Subscriber; (vi) Solely with respect to Subscriber, all representations and warranties of the Investor Company contained in this Subscription Agreement are shall be true and correct 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); except, in the case of this clause (vi), for any failure of any such representation and warranty to be so true and correct (without giving effect to any qualification by materiality or Material Adverse Effect contained therein) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or affect the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (vii) Solely with respect to the Company, all representations and warranties of Subscriber 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 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 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 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 with all covenants, agreements and conditions required by this Agreement subject to be performed, satisfied or complied with by it at or prior to the Closingofficial notice of issuance; and (iiiix) The terms of the Issuer Transaction Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended or modified in a manner, and no waiver shall have receivedoccurred thereunder, at that would reasonably be expected to materially and adversely affect the Closing, subscriptions for the purchase of Securities by Xxxx Xxxxxxx Xxxxxx economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement unless Subscriber has consented in an amount equal to or greater than $4,500,000, and the purchase price related writing to such subscriptions shall have been received by the Issuer at amendment or prior to the time of the Closingwaiver.

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. 3.2.1 The obligation Closing shall be subject to the satisfaction or waiver by the Company, on the one hand, or 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 Date, no applicable governmental authority qualification of the Common Stock for offering or sale or trading on the Nasdaq Stock Market LLC (“Nasdaq”) 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 and Sponsor 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 or Sponsor at or prior to the Closing. (ii) The representations and warranties of the Investor Company and Sponsor 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 and Sponsor of each of the representations representations, warranties and warranties agreements of the Investor Company and Sponsor, respectively, contained in this Subscription Agreement as of the Closing Date;. (iiiii) No amendment, waiver or modification of the Investor Transaction Agreement shall have performedoccurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, satisfied unless Subscriber has previously consented in writing to such amendment, waiver or modification. (iv) The 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 (as applicable) that materially economically benefits the Other Subscribers thereunder unless Subscriber has been offered substantially similar benefits. 3.2.3 The Closing shall also be subject to the satisfaction or waiver by the Company of the conditions that, on the Closing Date: (i) Subscriber shall have performed or complied in all material respects with all covenants, agreements 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. 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. (a) The obligation of the parties hereto each Subscriber hereunder 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 is subject to the satisfaction satisfaction, at or valid waiver by before the Issuer applicable Closing Date, of each of the additional following conditions, provided that these conditions thatare for each Subscriber’s sole benefit and may be waived by such Subscriber at any time in its sole discretion by providing the Company with prior 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. 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 or prior to the Issuer Closing of each of the additional conditions thatfollowing conditions: (a) Toymax shall have received a Fairness Opinion, which shall not have been withdrawn, rescinded or adversely updated or modified; (b) JAKKS' purchase of Toymax Common Stock from the Principal Stockholders pursuant to the Stock Purchase Agreement shall have been consummated; (c) the Stockholder Approval shall have been obtained and be in effect; (d) the waiting period under the HSR Act shall have expired or been terminated; (e) 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 Merger or (ii) would reasonably be expected to 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 be pending; and (f) 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 that is set forth on Schedule 10.1 shall have been obtained or made, as the case may be. 10.2 The obligations of JAKKS and Newco to consummate the Merger in accordance herewith shall also be subject to the satisfaction (or waiver) at the Closing shall constitute a reaffirmation by of each of the Investor of following conditions: (a) each of the representations and warranties made by Toymax herein that is qualified by "materiality" or "Material Adverse Effect" shall be true, and each of the Investor contained representations and warranties made by Toymax herein that is not so qualified shall be true in this Agreement all material respects, at and as of the Closing Date; (iib) the Investor Toymax shall have performedhave, satisfied and complied in all material respects respects, performed and complied with all covenants, agreements obligations and conditions required by this Agreement contained herein that are to be performed, satisfied performed or complied with by it at or prior to the Closing; (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 or Section 5.4 terminate at the Effective Time shall have executed and delivered to JAKKS an agreement terminating such Option effective as of the Effective Time; and (iiie) Toymax and the Issuer Subsidiaries shall have receivedexecuted and/or delivered at the Closing all the documents so to be executed and/or delivered by them and shall have taken all other actions at the Closing required to be taken by them pursuant to Article 11. 10.3 The obligation of Toymax to consummate the Merger in accordance herewith shall also be subject to the satisfaction (or waiver) at the Closing of each of the following conditions: (a) each of the representations and warranties made by JAKKS herein that is qualified by "materiality" or "Material Adverse Effect" shall be true, and each of the representations and warranties made by JAKKS herein that is not so qualified shall be true in all material respects, at and as of the ClosingClosing Date; (b) JAKKS and Newco shall have, subscriptions for the purchase of Securities in all material respects, performed and complied with all obligations and conditions contained herein that are to be performed or complied with 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 them at or prior to the time of Closing; and (c) JAKKS and Newco shall have executed and/or delivered at the ClosingClosing all the documents so to have been executed and/or delivered by them and shall have taken all other actions at the Closing required to have been taken by them pursuant to Article 11.

Conditions to Closing. a. (a) The respective obligations of Seller and the WinStar Parties to consummate the transfer and acquisition of the Shares shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (i) There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States Federal or state court of competent jurisdiction, no rule or regulation shall have been enacted or adopted by any governmental authority or agency, and no action or proceeding shall be pending or threatened by any person or entity other than a party hereto that prohibits consummation of the transfer and acquisition of the Shares, or any of them, to WinLLC1. (ii) All governmental approvals required for the consummation of the transfer and acquisition of the Shares shall have been granted. (b) The obligation of the parties hereto WinStar Parties to consummate the sale, purchase and issuance acquisition 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 Shares shall be subject to the satisfaction or valid waiver by waiver, on or before the Issuer Closing Date, of each of the additional conditions thatfollowing conditions: (i) all The representations and warranties of the Investor Seller 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, with the same force and effect as if made as of the Closing Date. (ii) All the covenants contained in this Agreement to be complied with by Seller on or before the Closing Date shall have been complied with. (iii) The WinStar Parties shall have received a certificate executed by Seller to the effect set forth in Sections 6(b)(i) and (ii). (iv) Seller shall have made the deliveries required by Section 2(b) hereof and shall have executed and delivered to the WinStar Parties the Escrow Agreement referred to in Section 7(c). (v) The transactions contemplated by the Agreement and Plan of Reorganization dated April 24, 1998, among WinStar, WinLLC1, WinStar LHC2 LLC, Landover Holdings Corporation and Xxxxxxxx X. Xxxxxxxxx ("Reorganization Agreement") shall have been consummated prior to or concurrently with the Closing or the WinStar Parties shall be satisfied, in their sole judgment, that such transactions will be consummated. (vi) Neither Seller nor ARTT shall have commenced any case, proceeding or other action (A) relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, or shall have made a general assignment for the benefit of its creditors, and there shall not have been commenced against Seller or ARTT any case, proceeding or other action of a nature referred to in clause (A) above or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property, which case, proceeding or other action (x) results in the entry of an order for relief or (y) remains undismissed, undischarged or unbonded. (vii) The WinStar Parties shall be satisfied, in their sole discretion, that the consummation of the Closing shall transactions contemplated hereby, together with the acquisition of the shares to be purchased by WinLLC1 pursuant to the Reorganization Agreement, will not constitute a reaffirmation by "Common Stock Event" pursuant to the Investor Rights Plan of ARTT. (c) The obligation of Seller to consummate the transfer of the Shares and Other Assets shall be subject to the satisfaction or waiver, on or before the Closing Date, of each of the following conditions: (i) The representations and warranties of the Investor WinStar Parties contained in this Agreement shall be true and correct on and as of the Closing Date;, with the same force and effect as if made as of the Closing Date. (ii) All the Investor shall have performed, satisfied and complied covenants contained in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at the WinStar Parties on or prior to before the Closing; andClosing Date shall have been complied with. (iii) the Issuer Seller shall have receivedreceived a certificate of the WinStar Parties to the effect set forth in Sections 6(c)(i) and (ii) hereof. (iv) The WinStar Parties shall have made the deliveries required by Section 2(c) hereof and shall have executed and delivered to Seller the Escrow Agreement referred to in Section 7(c). (v) None of the WinStar Parties or any of WinStar's significant subsidiaries (as determined pursuant to Regulation S-X promulgated under the 0000 Xxx) shall have commenced any case, at the Closingproceeding or other action (A) relating to bankruptcy, subscriptions insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, or shall have made a general assignment for the purchase benefit of Securities by Xxxx Xxxxxxx Xxxxxx in an amount equal to or greater than $4,500,000its creditors, and the purchase price related to such subscriptions there shall not have been received by the Issuer at or prior to the time commenced against any of the ClosingWinStar Parties or any of WinStar's significant subsidiaries any case, proceeding or other action of a nature referred to in clause (A) above or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property, which case, proceeding or other action (x) results in the entry of an order for relief or (y) remains undismissed, undischarged or unbonded.

Conditions to Closing. a. The obligation obligations of the parties hereto Company 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 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), at or prior to the Closing, of each of the additional conditions thatfollowing conditions: (i1) all The representations and warranties of the Investor contained Seller set forth in this Agreement are Section 3 shall be true and correct in all material respects at and as of the Closing as though then made; (2) The Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (3) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency, domestic or foreign, challenging or seeing to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages from the Company in connection with such transactions; (4) The Company shall have received the proceeds of the Debt Financing upon terms and conditions satisfactory to the Company in its sole discretion; and (5) The Company shall have received all necessary consents from its lenders and any necessary regulatory approvals. b. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Seller), at or prior to the Closing, of each of the following conditions: (1) The representations and warranties of the Company set forth in Section 4 (other than representations and warranties that are qualified as to materiality, which representations and warranties Section 4(c)) shall be true and correct in all respects) material respects at and as of the Closing Dateas though then made, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained Company set forth in this Agreement as of the Closing Date; (iiSection 4(c) the Investor shall have performed, satisfied be true and complied correct in all material respects with at and as of the date of this Agreement; (2) The Company shall have performed in all covenants, material respects all of the covenants and agreements and conditions required to be performed by it under this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (iii3) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency, domestic or foreign, challenging or seeing to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, 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 hereby or seeking to obtain material damages from the Seller in connection with such transactions.

Conditions to Closing. a. Section 7.1. Conditions to Each Party's Obligation to Effect the Mergers. 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 Mergers are subject to the condition that satisfaction or waiver (ia permitted by applicable Law) at or prior to the OP Effective Time, the Montgomery Effective Time or the REIT Effective Time, as of the Closing Datecase may xx, no applicable governmental authority xx xxe following conditions: (a) The Company Shareholder Approval shall have enacted, issued, promulgated, enforced or entered been obtained. (b) All necessary consents and approvals of any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has Governmental Entity required for the effect of making consummation of the transactions contemplated hereby illegal by this Agreement shall have been obtained, including consents and approvals relating to antitrust, competition, trade or otherwise restraining other regulatory matters. (c) No Law or prohibiting Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of any of the transactions contemplated hereby Mergers shall be in effect; provided, however, that each of the parties shall have used commercially reasonable efforts to prevent the entry of any such Order and to appeal as promptly as possible any Order that may be entered. Section 7.2. Conditions to the Obligation of the Purchaser Parties to Effect the Mergers. The obligations of the Purchaser Parties to effect the Mergers are further subject to satisfaction or waiver (as permitted by applicable Law) at or prior to the OP Effective Time, the Montgomery Effective Time or the REIT Effective Time, as the case may xx, xx xxe following conditions: (a) The (i) representations and warranties of the Company Parties contained herein shall be true and correct as of the date of this 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; 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 Company Parties that are qualified as to materiality shall be true and correct in all material respects (other than and any such representations and warranties that are not so qualified as to materiality, which representations and warranties shall be true and correct in all material respects) at and as of the Closing DateDate (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case such representation -68- or warranty shall be true and consummation correct as of such date; provided, however, that in the case of Section 4.1(j)(ii)(A), December 31, 2004 shall replace December 31, 2003). (b) Each of the Closing Company Parties shall constitute a reaffirmation by the Investor of have performed or complied with, in all material respects, each of the representations its agreements, obligations, covenants and warranties of the Investor conditions 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 performed or complied with by it at or prior to the Closing; andOP Effective Time, the Montgomery Effective Time and the REIT Effective Time. (x) Xxx Xurchaser Parties shall have received a certificate, signed by a senior executive officer of the Company, certifying as to the matters set forth in Sections 7.2(a) and 7.2(b). (d) Since the date of this Agreement there shall not have occurred any event or events that would constitute a Company Material Adverse Effect. (e) Acquiror shall have received evidence, in form and substance satisfactory to it, that the Company Parties shall have obtained all material consents, approvals, authorizations, qualifications and Orders of third parties required in connection with this Agreement and the transactions contemplated hereby, including the consents, approvals, authorizations, qualifications and Orders set forth on Schedule 7.2(e) hereto. (f) There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity: (i) challenging the acquisition by Acquiror of any Company Shares or the acquisition by OP Merger Sub of any Operating Partnership Units or the acquisition by Montgomery Merger Sub of any Montgomery OP Units, seeking to restrain xx xxxxxxit the consummation xx xxx xx the Mergers, or seeking to place limitations on the ownership of Company Shares (or the membership units of the Surviving Entity) by Acquiror, the ownership of Operating Partnership Units (or the partnership interests in the Surviving OP Partnership) by OP Merger Sub or the ownership of Montgomery OP Units (or the partnership interests in the Surviving Moxxxxxxxx Xartnership) by Montgomery Merger Sub or seeking to obtain xxxx xxx Company Parties ox xxx Xxxxhasing Parties any damages that are material in relation to the Company, the Operating Partnership or Montgomery, (ii) seeking to prohibit or materially limit the ownershix xx xxxxxtion by the Company, Acquiror or any of their respective Subsidiaries or Affiliates of any portion of any business or of any assets of the Company, Acquiror or any of their respective Subsidiaries, or to compel the Company, Acquiror or any of their respective Subsidiaries to divest or hold separate any portion of any business or of any assets of the Company, Acquiror or any of their respective Subsidiaries, as a result of the Mergers, (iii) seeking to prohibit Acquiror or any of its Subsidiaries from effectively controlling in any material respect the Issuer business or operations of the Company or any of its Subsidiaries or (iv) otherwise constituting an Acquiror Material Adverse Effect or a Company Material Adverse Effect. (g) The Purchaser Parties shall have receivedreceived a legal opinion, dated as of the Closing Date, from Roberts & Holland LLP, in form and substance reasonably satisfactory xx Xxxxiror, to the effect that: (i) commencing with its taxable year ended December 31, 2000, the Company has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and its method of operation has enabled it to meet, through the Closing Date, the requirements for qualification and taxation as a REIT under the Code; and (ii) each of the Operating Partnership, since the formation of the Operating Partnership, and all other Company Subsidiaries which are organized as partnerships or limited liability companies or which file tax returns as partnerships, since the later of the date of formation of the applicable Company Subsidiary or the date on which the Company acquired an interest in such Company Subsidiary, (x) has qualified at all times as a partnership or as a disregarded entity under the Code and not as an association taxable as a corporation, and (y) has not qualified as a "publicly traded partnership" to which Section 7704(a) of the Code applies. Roberts & Holland LLP may rely on the opinion of Robinson Silverman Pxxxxx Xronxxxx & Berman LLP, the former counsel tx Xxxxxxo Xxxxxx Xrxxx, xn xxxxxxxng xxx xxinion with respect to the qualification of the Company as a REIT. (h) The Purchaser Parties shall have received legal opinions, each dated as of the Closing Date, in form and substance reasonably satisfactory to them, from Proskauer Rose LLP (New York counsel to the Company Parties), Venable LLP (Maryland counsel to the Company) and Richards, Layton & Xxxxxx, P.A. (Delaware counsel to the Company Partxxx) (xxxxxxxxx, among other things, an opinion from Venable LLP to the effect that after acceptance for record of the Artxxxxx xf Merger with the Maryland Department, the REIT Merger shall, pursuant to the Maryland REIT Law, become effective at the Closingtime set forth in the Articles of Merger, subscriptions assuming such effective time is not later than 30 days after such acceptance 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 record). (i) The Company shall have been received delivered to Acquiror the Company Parties Resignations. (j) The Company Parties shall have delivered to Acquiror an executed FIRPTA Certificate. (k) The Company and each of the Company Subsidiaries shall have provided tenant estoppel certificates in the form previously agreed by each tenant, or if no such form was previously agreed to, in the Issuer form reasonably acceptable to Acquiror, with respect to 75% of the tenants under a Lease with respect to more than 20,000 square feet of space. Section 7.3. Conditions to the Obligation of the Company to Effect the Mergers. The obligation of the Company Parties to effect the Mergers is further subject to satisfaction or waiver (as permitted by applicable Law) at or prior to the time OP Effective Time, the Montgomery Effective Time or the REIT Effective Time, as the case may xx, xx xxe following conditions: (a) The (i) representations and warranties of the ClosingPurchaser Parties, the Parent Parties and the Responsible Entity contained herein shall be true and correct as of the date of this Agreement, and (ii) the representations and warranties of the Purchasing Parties, the Parent Parties and the Responsible Entity contained herein that are qualified as to materiality shall be true and correct (and any such representations and warranties that are not so qualified shall be true and correct in all material respects) as of the Closing Date (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case such representation or warranty shall be true and correct as of such date). (b) Each of the Purchaser Parties, the Parent Parties and the Responsible Entity shall have performed and complied with, in all material respects, each of its agreements, obligations, covenants and conditions contained in this Agreement required to be performed by it at or prior to the OP Effective Time, the Montgomery Effective Time and the REIT Effective Time. (x) Xxx Xompany shall have received a certificate, signed by a senior executive officer of each of the Purchaser Parties, the Parent Parties and the Responsible Entity certifying as to the matters set forth in Sections 7.3(a) and 7.3(b). (d) The Company Parties shall have received legal opinions, each dated as of the Closing Date, in form and substance reasonably satisfactory to them, from Skadden, Arps, Slate, Meagher & Flom LLP and Piper Rudnick LLP, each counsel to the Purchasxx Xxxxies. (x) Xxx Xompany Parties shall have received a legal opinion, dated as of the Closing Date, in form and substance reasonably satisfactory to them, from Freehills, Australian counsel to the Purchaser Parties. (f) The board of trustees of REIT Merger Sub shall have approved the Plan of Liquidation and OP Merger Sub shall have approved the Plan of Liquidation at a meeting of the sole shareholder of REIT Merger Sub. (g) REIT Merger Sub shall have entered into the Assignment and Assumption Agreement with OP Merger Sub.

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. The following are conditions precedent (each a “Condition Precedent”; collectively, “Conditions Precedent”) to Buyer’s obligation of to purchase the parties hereto to consummate the sale, purchase and issuance of the Securities Property pursuant to this Agreement Agreement. The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event that any of the Conditions Precedent are not satisfied for any reason, other than due to Buyer’s acts or omissions on or prior to the scheduled Closing Date (as defined in Section 7(b) below), Buyer may, in its sole and absolute discretion, terminate this Agreement. (a) The Title Company shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing Date is subject to in the condition that (i) form and with such exceptions 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 been approved 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 Buyer in accordance with its terms; andSection 3(b). b. The obligation (b) Seller shall have complied in all material respects with all of the Issuer to consummate the sale Seller’s duties, covenants and issuance obligations contained in this Agreement and all of the Securities at the Closing Seller’s representations and warranties contained in or made 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 have been 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 and material respects as of the Closing Date, and consummation . (c) Buyer has delivered a Notice to Proceed. (d) Seller has obtained the Contractor Consent. If any of the Closing shall constitute a reaffirmation Conditions Precedent are not satisfied or waived by the Investor of each of the representations and warranties of the Investor contained Buyer in this Agreement writing as of the scheduled Closing Date; Date (iias defined in Section 7(b) below), this Agreement shall terminate and the Investor Escrow shall be cancelled, the portion of the Deposit remaining in the Escrow, together with all interest accrued thereon, shall be returned to Buyer, and neither party 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 any further obligation to the Closing; and (iii) the Issuer shall have received, at the Closing, subscriptions for the purchase other except in connection with any obligations that expressly survive termination 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 Closingthis Agreement.

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 Company’s obligation to complete the purchase and sale of the parties hereto to consummate the sale, purchase and issuance of the First Closing Securities pursuant to this Agreement on the Closing Date is subject and deliver such stock certificate(s) 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 Xxxxxxxx Purchaser at the First Closing pursuant to this Agreement shall be subject to the satisfaction following conditions, any one or valid waiver more of which may be waived by the Issuer of the additional conditions that: Company: (i) receipt by the Company from such Xxxxxxxx Purchaser of same-day funds in the full amount of the purchase price for the First Closing Securities to be purchased by such Xxxxxxxx Purchaser as set forth in Section 2 above; (ii) completion of purchases and sales under the Agreements with all of the Other Purchasers; (iii) the accuracy as of the First Closing of the representations and warranties of the Investor contained made by such Xxxxxxxx Purchaser in this Agreement are true and correct in all material respects (other than representations unless any such representation and warranties that are warranty is qualified as to by materiality, in which representations and warranties case it shall be true and correct in all respects) and the fulfillment of those undertakings of such Xxxxxxxx Purchaser in this Agreement to be fulfilled prior to the First Closing; and (iv) receipt by the Company of a completed version of Exhibit A, Exhibit B and Exhibit C-1 or C-2 (as applicable) attached hereto from such Xxxxxxxx Purchaser. (b) The Company’s obligation to complete the purchase and sale of the Second Closing Securities pursuant to this Agreement and deliver such stock certificate(s) to any Xxxxxxxx Purchaser at the Second Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company from such Xxxxxxxx Purchaser of same-day funds in the full amount of the purchase price for the Second Closing Securities to be purchased by such Xxxxxxxx Purchaser as set forth in the notice provided by J. & X. Xxxxxxxx & Co. Incorporated to the Company pursuant to Section 2.1; and (ii) the accuracy as of the Second 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 made by such Xxxxxxxx Purchaser in this Agreement as of the Closing Date; (ii) the Investor shall have performed, satisfied and complied in all material respects with (unless any such representation and warranty is qualified by materiality, in which case it shall be true and correct in all covenants, agreements respects) and conditions required by the fulfillment of those undertakings of such Xxxxxxxx Purchaser in this Agreement to be performed, satisfied or complied with by it at or fulfilled 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 Second Closing.

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. The (1) Purchaser’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 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 Property shall be subject to and contingent upon the satisfaction following conditions precedent, any or valid waiver all of which Purchaser may waive only by the Issuer of the additional conditions thata notice delivered in accordance with Section 9: (iA) all There shall not be any material error, misstatement or omission in the representations and warranties made by Seller in this Agreement. (B) The delivery by Seller of all documents required under Section 5(a). (C) Seller not otherwise being in default of its obligations under this Agreement. (D) As of the Investor date of the Closing, no petition in bankruptcy (voluntary or involuntary), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against any entity included within Seller. (E) This information contained in this Agreement are true and correct the tenant estoppel certificates obtained by Seller pursuant to Section 5(a) conforms in all material respects (other than representations with the matters set forth in the Information 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 Seller contained in Section 6(a) (ix). If any of the Investor contained conditions precedent set forth in items (A), (B) and (C) of this Section 5(j)(1) is not satisfied or waived by Purchaser on a prior to the date set for the Closing, then Purchaser shall have the rights and remedies provided to Purchaser in Section 7. If any of the conditions precedent set forth in items (D) and (E) of this Section 5(j)(1) is not satisfied or waived by Purchaser on a prior to the date set for the Closing, then Purchaser may terminate this Agreement, in which event Escrow Agent shall return the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement. (2) Seller’s obligation to sell the Property shall be subject to and contingent upon the following conditions precedent, any or all of which Seller may waive only by a notice delivered in accordance with Section 9: (A) There shall not be any material error, misstatement or omission in the representatives and warranties made by Purchaser in this Agreement as (B) The delivery by Purchaser of all documents required under Section 5(b). (C) Purchaser not otherwise being in default of its obligations hereunder. If any of the Closing Date; conditions precedent set forth in items (iiA), (B) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by (C) of this Agreement to be performed, Section 5(j)(2) is not satisfied or complied with waived by it at Seller on or prior to the Closing; and (iii) the Issuer shall have received, at date set for 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 then Seller shall have been received by the Issuer at or prior rights and remedies provided to the time of the ClosingSeller in Section 7.

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. (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. 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.

Conditions to Closing. a. 7.1 The obligation of the parties hereto JAKKS 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 Acquisition 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 waiver) prior to the Closing of each of the following conditions: (a) the failure of any representations and warranties made by the Issuer Company and the Shareholders herein to be true in all material respects on and as of the additional Closing Date and any failures of the Company or any Shareholder to perform or comply with their respective obligations and conditions thathereunder shall not, in the aggregate, have had or be reasonably expected to have a Material Adverse Effect; (b) no Order or Law shall be in effect which prohibits consummation of the Acquisition; (c) the waiting period under the HSR Act shall have expired or been terminated; (i) each Consent of, or Notice to, any Governmental Authority required for the consummation of the Acquisition or other Person listed on Schedule 7.1(d) shall have been obtained or given; (ii) none of the parties hereto shall have received any Notice withdrawing or adversely amending the Consent of Mattel, Inc. to the Acquisition, which Consent is set forth in Exhibit H; (e) there shall not have occurred, since the date of this Agreement, any Material Adverse Effect; (f) the Lien Report shall not disclose any Lien, other than a Lien set forth on Schedule 4.7 or an Excepted Lien; (g) the Divestiture shall have been effected prior to or concurrently with the Closing; (h) the Shareholders shall have entered into the Paying Agent Agreement; (i) JAKKS shall have received at the Closing a certificate on behalf of the Company of the Company's Chief Executive Officer to the effect that to such officer's knowledge: (i) Sales for the Company's fiscal year ended May 31, 1999 were at least $49,084,000; (ii) Closing Net Worth shall be positive; and (iii) Closing Liquid Net Assets shall be positive; and (j) the Company and the Shareholders shall execute and/or deliver at the Closing all the documents so to be executed and/or delivered by them and take all other actions at the Closing so to be taken by them, pursuant to Article 8. 7.2 The obligation of the Shareholders to consummate the Acquisition in accordance herewith shall be subject to the satisfaction (or waiver) prior to or at the Closing of each of the following conditions: (a) the representations and warranties of the Investor contained in this Agreement are made by JAKKS herein shall be true and correct in all material respects (other than representations on 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 JAKKS shall have performedhave, satisfied and complied in all material respects respects, performed and complied with all covenants, agreements obligations and conditions required by this Agreement to be performed, satisfied performed or complied with by it at hereunder; (c) no Order or prior to Law shall be in effect which prohibits consummation of the ClosingAcquisition; (d) the waiting period under the HSR Act shall have expired or been terminated; (e) each Consent of, or Notice to, any Governmental Authority required for the consummation of the Acquisition shall have been obtained or given; and (iiif) JAKKS shall execute and/or deliver at the Issuer Closing all the documents and monies so to be executed and/or delivered by it and take all other actions at the Closing so to be taken by it, pursuant to Article 8. 7.3 Notwithstanding anything to the contrary in this Agreement, any party hereto shall have received, at the Closing, subscriptions for right to waive (or to consummate 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.Acquisition without satisfaction of)

Conditions to Closing. a. (a) The obligation obligations of the parties hereto each Holder hereunder to consummate the saletransactions contemplated hereby at the Closing are subject to the satisfaction, purchase and issuance at or before the Closing Date, of each of the Securities pursuant following conditions; provided that these conditions are for each Holder’s 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: (i) The Company shall have duly executed and delivered to each of the Holders each of the Transaction Documents (as defined herein); (ii) The Company shall have executed and delivered to each Holder such Holder’s Nonvoting Preferred Shares; (iii) The representations and warranties of the Company in this Agreement shall be true and correct on and as of the Closing Date with the same effect as if made on the Closing Date is subject and the Company shall have performed, satisfied and complied with all of the covenants, agreements and conditions on its part to be performed, satisfied or complied with at or prior to the Closing Date; (iv) The Certificate of Designations of the Nonvoting Preferred of the Company (the “Certificate of Designations”) shall have been duly filed with the Secretary of State of the State of Delaware and shall be in full force and effect and shall not have been amended; (v) The Company shall have submitted to the NASDAQ Stock Market, to the extent required, a Notification: Listing of Additional Shares form (the “NASDAQ Application”) (along with any required supporting documentation) for the Conversion Shares issuable upon conversion of all of the Nonvoting Preferred Shares issued to the Holders and, if the NASDAQ Application is submitted, received acceptance of such NASDAQ Application from the NASDAQ Listing Department; (vi) There is no condition or requirement being imposed on the Holders by any Bank Regulatory Authority (as defined herein) in connection with the transactions contemplated hereby other than those that (i) the parties have specifically agreed to as of the Closing Datedate of this Agreement; (vii) There is no condition or requirement being imposed on any other party by any Bank Regulatory Authority in connection with the transactions contemplated hereby that could have a materially adverse consequence for the Holders or any of their affiliates; (viii) All material governmental consents, no applicable governmental authority orders and approvals legally required for the consummation of the transactions contemplated hereby, if any, shall have been obtained and be in full force and effect, including any Bank Regulatory Approvals; and (ix) No court or other Governmental Authority (as defined below) having jurisdiction over the Company or any of its subsidiaries or any Holder shall have instituted, enacted, issued, promulgated, enforced or entered any judgmentRequirement of Law (as defined herein), order, law, rule or regulation (whether temporary, preliminary or permanent) which , that is then in effect and that: (i) has the effect of making illegal or otherwise prohibiting or invalidating consummation of any of the transactions contemplated hereby illegal or otherwise restraining by any other Transaction Document (collectively, the “Transactions”) or prohibiting consummation any provision of the transactions contemplated hereby and this Agreement or any other Transaction Document; or (ii) seeks to restrain, prohibit or invalidate 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 consummation of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and b. The obligation any of the Issuer Transactions or to consummate the sale and issuance invalidate any provision 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 any other Transaction Document. For purposes hereof, “Governmental Authority” means any government or political subdivision or department thereof, any governmental or regulatory body, commission, board, bureau, agency or instrumentality, or any court or arbitrator or alternative dispute resolution body, in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materialityeach case whether federal, which representations and warranties shall be true and correct in all respects) at and as of the Closing Datestate, 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 performedlocal, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied foreign 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 Closingsupranational.

Conditions to Closing. a. (a) The obligation of the parties hereto Buyer to consummate the sale, purchase and issuance sale of the Securities pursuant to this Agreement on the Closing Date Shares as contemplated hereby is subject to the condition that satisfaction on or before the Closing Date of the conditions set forth below, any of which may be waived in writing: (i) no preliminary or permanent injunction or other order of any court or other governmental entity shall be in effect or threatened nor shall there be in effect any statute, rule, regulation or executive order promulgated or enacted by any governmental entity that, in any such case, prevents the consummation of the transactions contemplated by this Agreement; and no suit, action, claim, proceeding or investigation before any governmental entity shall have been commenced or threatened by any person or entity seeking to prevent the sale of the Shares or asserting that the sale of all or a portion of the Shares would be unlawful; (ii) the representations and warranties of each Seller contained in this Agreement shall be true and correct in all respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date, no applicable governmental authority ; and each and all of the agreements and covenants of each Seller to be performed or complied with by it on or before the Closing Date pursuant to this Agreement shall have enactedbeen performed or complied with in all respects; (iii) the 15-day advance notice provisions of Section 10(a) of the Certificate (the "Advance Notice") shall have been satisfied by Sellers, issuedor waived by the Company pursuant to the Letter Agreement (defined below); (iv) there shall not have been any event or occurrence that has or is reasonably likely to have a material adverse effect on the business, promulgatedoperations, enforced assets, properties, prospects or entered material customer relationships of the Company; (v) Buyer shall have received an executed letter agreement from the Company, in the form attached hereto as Exhibit A (the "Letter Agreement"), which Letter Agreement shall contain, among other things, the Company's agreement and acknowledgement (the "Recapitalization Agreement") to the effect that for all purposes of the Preferred Stock Recapitalization Agreements, dated June 27, 2002, between the Company and each of Fund VII and Fund VIII (the "Preferred Stock Recapitalization Agreements," together with the Stockholders' Agreement (defined below) and the Registration Rights Agreement (defined below), the "Investor Documents") (i) Buyer is the "Investor" and an "Institutional Investor" (each as defined in the Preferred Stock Recapitalization Agreements) and (ii) Buyer has all of the rights of the "Investor" and an "Institutional Investor" under the Preferred Stock Recapitalization Agreements, including without limitation such rights provided in Sections 4, 7.1, 7.2, 7.3, 7.4, 7.5, 10, 11 and 13 thereof; (vi) Seller shall have caused one of its designees ("Seller Designee") serving as a member of the board of directors of the Company (the "Board") to resign as a member of the Board; (vii) A majority of the members of the Board, immediately after the resignation of Seller Designee, shall have duly elected David Butters or such othex xxxxxxxx xx Buyer as Buyer may determine to serve as a member of the Board in accordance with the certificate of incorporation and by-laws of the Company and such election shall be evidenced by a consent in writing, which consent shall have been delivered to Buyer; (viii) Each party to the Stockholders' Agreement, dated June 28, 2002, among the Company, various investors, including Sellers, and certain employees of the Company (the "Stockholders' Agreement"), shall have executed and delivered to Buyer a written consent (the "Stockholders' Consent") in a form satisfactory to Buyer to the effect that such party agrees and acknowledges that for all purposes of the Stockholders' Agreement (i) Buyer is an "Investor" and a member of the "Investor Group" (each as defined in the Stockholders' Agreement"), (ii) the Shares are "Investor Shares" (as defined in the Stockholders' Agreement), (iii) for purposes of the calculation required by Section 3 of the Stockholders' Agreement, so long as the Shares are owned beneficially by Buyer or its affiliates, the Shares shall be treated as though they continued to be beneficially owned by the original Investors (as defined in the Stockholders' Agreement) and (iv) Buyer has all of the rights of the "Investor" and a member of the "Investor Group" under the Stockholders' Agreement, including without limitation such rights provided in Sections 2 and 3 thereof; and (ix) The Company and the holders of two-thirds of the Registrable Securities (as defined in the Amended and Restated Preferred Stock Investor Registration Rights Agreement, dated June 28, 2002, among the Company and various investors, including Fund VII and Fund VIII (the "Registration Rights Agreement")), together with the requisite parties to the Company's Amended and Restated Institutional Investor Registration Rights Agreement, dated as of June 27, 2002, and the requisite parties to the Company's Amended and Restated Louis Dryfus Corporation Registration Rights Agreement, dated as of June 27, 2002, shall have executed and delivered to Buyer a written consent (the "Registration Rights Consent") in a form satisfactory to Buyer to the effect that such party agrees and acknowledges that for all purposes of the Registration Rights Agreement (i) Buyer is a "Series B Investor" and a "Preferred Stock Investor" (each as defined in the Registration Rights Agreement), (ii) the Shares are "Registrable Securities" and "Series B Investor Shares" (each as defined in the Registration Rights Agreement) and (iii) Buyer has all of the rights of a "Series B Investor" and "Preferred Stock Investor" under the Registration Rights Agreement, including without limitation such rights provided in Sections 2.1, 2.2, 2.3, 2.4 and 2.5 thereof. (b) The obligation of Sellers to consummate the purchase and sale of the Shares as contemplated hereby is subject to the satisfaction on or before the Closing Date of the conditions set forth below, any judgment, order, law, rule or regulation of which may be waived in writing: (whether temporary, i) no preliminary or permanent) which is then permanent injunction or other order of any court or other governmental entity shall be in effect and has or threatened nor shall there be in effect any statute, rule, regulation or executive order promulgated or enacted by any governmental entity that, in any such case, prevents the effect of making consummation of the transactions contemplated hereby illegal by this Agreement; and no suit, action, claim, proceeding or otherwise restraining investigation before any governmental entity shall have been commenced or prohibiting consummation threatened by any person or entity seeking to prevent the sale of the transactions contemplated hereby and Shares or asserting that the sale of all or a portion of the Shares would be unlawful; (ii) the Merger Agreement by representations 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 warranties of New Parent (the “Business Combination”), has not been terminated Buyer contained 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 on and as of the Closing Date with the same force and effect as though such representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at had been made or given on and as of the Closing Date, ; and consummation each and all 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 covenants of Buyer to be performed, satisfied performed or complied with by it at on or prior before the Closing Date pursuant to the Closingthis Agreement shall have been performed or complied with in all respects; 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 Advance Notice shall have been received satisfied by Sellers, or waived by the Issuer at or prior to the time of the ClosingCompany.

Conditions to Closing. a. (a) Conditions to Investor's Obligation to Purchase the Preferred ------------------------------------------------------------- Stock and Warrant. The obligation Company agrees to sell and the Investor agrees to ----------------- purchase 4,000 shares of Preferred Stock and a Warrant to purchase 122,553 Warrant Shares upon the satisfaction, or written waiver, 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 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) Acceptance by the Investor of a satisfactory Purchase Agreement and due execution by all representations parties of this Agreement and the Exhibits annexed hereto; (ii) Delivery to the Escrow Agent by the Company of 4,000 original shares of Preferred Stock, and the original Warrant being purchased, as more fully set forth in the Escrow Agreement attached hereto as Exhibit B; (iii) All representations, covenants, and warranties of the Investor Company contained in this Agreement are herein 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; (iiiv) The Investor shall have received an opinion of counsel substantially in the form of Exhibit E annexed hereto; (v) The Company shall have obtained all permits and qualifications required for the offer and sale of the Preferred Stock, and Warrant, and the proposed issuance of the Securities or shall have the availability of exemptions therefrom. At the Closing Date, the sale and issuance of the Preferred Stock and Warrants, and the proposed issuance of the Securities, shall be legally permitted by all laws and regulations to which the Company and the Investor are subject; (vi) The Investor shall have received the instruction letter executed by the Company and the Company's transfer agent as set forth in Exhibit F annexed to this Agreement; (vii) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement, the Certificate of Designation, the Escrow Agreement, the Registration Rights Agreement and the Warrant, to be performed, satisfied or complied with by it the Company at or prior to the ClosingClosing Date; (viii) 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 or directly and adversely affects any of the transactions contemplated by this Agreement or the Exhibits annexed hereto, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement or the Exhibits annexed hereto; (ix) The trading of the Common Stock has not been suspended by the SEC or the Principal Market, and the Common Stock has not been delisted from the NASDAQ Small Cap Market. The issuance of shares of Common Stock with respect to the conversion of the Preferred Stock, and/or exercise of the Warrant shall not violate the shareholder approval requirements of the NASDAQ Small Cap Market or the Principal Market where the Common Stock is then listed. The Company shall not have been contacted by the NASD concerning the delisting of the Common Stock on the NASDAQ Small Cap Market and the Company currently meets all applicable listing requirements of the Principal Market; and (iiix) the Issuer shall have received, at the Closing, subscriptions for the purchase Payment of Securities by Xxxx Xxxxxxx Xxxxxx fees as set forth 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 ClosingSection 12.7 below.

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. 3.2.1 The obligation Closing shall be subject to the satisfaction or waiver by the Company, on the one hand, or Exchangor, 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 Date, no applicable governmental authority qualification of the Common Stock for offering or sale or trading on the Nasdaq Stock Market LLC (“Nasdaq”) 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 Exchangor of the additional conditions that, on the Closing Date: (i) The Company and Sponsor shall have performed or complied in all material respects with all agreements and covenants required by this Exchange Agreement to be performed by the Company or Sponsor at or prior to the Closing. (ii) The representations and warranties of the Investor Company and Sponsor contained in this Exchange 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 and Sponsor of each of the representations representations, warranties and warranties agreements of the Investor Company and Sponsor, respectively, contained in this Exchange Agreement as of the Closing Date;. (iiiii) No amendment, waiver or modification of the Investor Transaction Agreement shall have performedoccurred that would reasonably be expected to materially and adversely affect the economic benefits that Exchangor would reasonably expect to receive under this Exchange Agreement, satisfied unless Exchangor has previously consented in writing to such amendment, waiver or modification. (iv) The 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 Subscription Agreements (as applicable) that materially economically benefits the Subscribers thereunder unless Exchangor has been offered substantially similar benefits. 3.2.3 The Closing shall also be subject to the satisfaction or waiver by the Company of the conditions that, on the Closing Date: (i) Exchangor shall have performed or complied in all material respects with all covenants, agreements and conditions covenants required by this Exchange Agreement to be performed, satisfied or complied with performed by it Exchangor at or prior to the Closing; and. (iiiii) All representations and warranties of Exchangor contained in this Exchange Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Exchangor 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 Exchangor 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 shall constitute a reaffirmation by Exchangor 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 each of the Closingrepresentations, warranties and agreements of Exchangor contained in this Exchange Agreement as of the Closing Date.

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.