Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The nStor's obligation of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on at or prior to the Closing, of each of the following conditions precedent (any or all of which may be waived by the Seller in writing, in whole or in part to the extent permitted part, by applicable lawnStor): (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser Xxxxx shall have performed all of the obligations and complied in all material respects with all obligations and agreements of the covenants required by this Agreement to be performed or to be complied with by it them under this Agreement on or prior to the Closing; andClosing Date. (ii) Xxxxx shall have delivered to nStor any and all approvals, consents or assignments to be obtained by Xxxxx and necessary for the consummation of the transactions contemplated hereby. (iii) there nStor and its accountants, attorneys and other representatives shall have had full and complete access during normal business hours to all offices, facilities, properties, assets, books, agreements, files and records of Andataco, including financial and operating data and other information regarding Xxxxx and Andataco. (iv) nStor shall have received the nStor Financing on or prior to the Closing Date. (v) There shall not be in effect have been instituted, pending or threatened against Andataco, Xxxxx, nStor or the Company any Order suit, action or other proceeding by a Governmental Entity any private party or governmental agency, commission, bureau or body seeking to restrain or prohibit any of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (vi) X. Xxxxx shall have entered into Employment Agreement as provided for in Section 3(a) hereof. (vii) Each representation and warranty of Xxxxx contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made anew at and as of such time. (viii) There has not been any material adverse change in the business, operations and financial conditions of Andataco from and after the date of the 1998 10-K until the Closing Date. (b) The obligation obligations of each of the Company, Coinvest and Purchaser Xxxxx to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on at or prior to the Closing, of each of the following conditions precedent (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaserwaived in writing, in whole or in part, to the extent permitted by applicable lawXxxxx): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller nStor shall have performed all of its obligations and complied in all material respects with all obligations and agreements of its covenants required by this Agreement to be performed or to be complied with by it under this Agreement on or prior to the Closing;Closing Date. (ii) nStor shall have delivered to Xxxxx any and all approvals, consents or assignments to be obtained by nStor and necessary for the consummation of the transactions contemplated hereby. (iii) there There shall not be in effect have been instituted, pending or threatened against Andataco, Xxxxx, nStor or the Company any Order suit, action or other proceeding by a Governmental Entity any private party or governmental agency, commission, bureau or body seeking to restrain or prohibit any of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, respective obligations of each of the Company and the Backstoppers to complete the transactions contemplated hereby are subject to the reasonable satisfaction of the following conditions (any prior to or all at the Effective Time, each of which is for the mutual benefit of the Company, on the one hand, and the Backstoppers, on the other hand, and may be waived by the Seller waived, in whole or in part part, jointly by the Company and the Backstoppers (provided that such conditions shall not be enforceable by the Company or the Backstoppers, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the extent permitted control of the Party seeking enforcement (or, in the case where the party seeking enforcement is one or more of the Backstoppers, an action, error or omission by applicable lawor within the control of the Backstopper seeking enforcement)): (i) the Information Circular as filed and distributed, and the Plan, as filed, distributed and approved, shall be acceptable to the Company and the Backstoppers; (ii) all conditions precedent to the Transaction and implementation of the Plan (including those set out in the Support Agreement) shall have been satisfied or waived in accordance with the terms of the Support Agreement and the Plan and the Company shall have provided Goodmans with a certificate certifying such conditions have been satisfied or waived as of the Implementation Date; (iii) there shall not be any actions, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of the Company or the Backstoppers, pending or threatened, by or before any Governmental Entity in Canada or the United States, in relation to the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares or the Share Offering, any of which is reasonably likely to be successful against the Company or the Issuer and which operates to prevent or restrict the lawful distribution of such shares (which prevention or restriction is continuing); and (iv) there shall not be any order issued by a Governmental Entity pursuant to applicable Laws, nor shall there be any change of applicable Law, in either case which operates to prevent or restrict the lawful distribution of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares (which prevention or restriction is continuing). (b) The obligations of the Backstoppers to complete the purchase of the Backstopped Shares are subject to satisfaction of the following conditions on or before the Implementation Date, each of which is for the benefit of the Backstoppers and may be waived, in whole or in part, by the Backstoppers (provided that such conditions shall not be enforceable by the Backstoppers if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Backstopper seeking enforcement): (i) the Backstoppers shall have completed their due diligence with respect to the Share Offering on or before the date that is seven Business Days prior to the Implementation Date and such due diligence shall be satisfactory to the Backstoppers in their sole discretion; (ii) all actions required to be taken by or on behalf of the Company and/or the Issuer, including the passing of all requisite resolutions of their directors and all requisite filings with, or approvals, orders, rulings and consents of, any Governmental Entity will have occurred on or prior to the Implementation Date, so as to validly authorize the Share Offering, the creation and issuance of the Offering Shares, the Accrued Interest Offering Shares, the Backstopped Shares, the Backstop Consideration Shares and the purchase of Backstopped Shares by the Backstoppers as contemplated by this Agreement; (iii) the Company shall have obtained all applicable material non-governmental third party consents; (iv) counsel to the Issuer shall have delivered to the Backstoppers one or more legal opinions satisfactory to Goodmans, acting reasonably, collectively confirming that, as of the Implementation Date, the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and Backstop Consideration Shares shall be: (a) duly authorized, validly issued and fully paid and non-assessable and, subject to receipt by the Issuer of an executed Rep Letter from each Backstopper and all information set forth in each such Rep Letter remaining true and correct as of the Implementation Date, the issuance thereof shall be in compliance with applicable Securities Laws and exempt from registration under the US Securities Act; and (b) freely tradable in Canada (provided that the Issuer is and has been a reporting issuer in a jurisdiction of Canada for four months preceding the trade, the trade is not a “control distribution” as defined in Canadian Securities Laws, no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade, no extraordinary commission or consideration is paid to a person or company in respect of the trade, and if the selling security holder is an insider or officer of the Issuer, the selling security holder has no reasonable grounds to believe that the Issuer is in default of Canadian Securities Laws). For greater certainty, the opinions of counsel may contain standard assumptions, including, without limitation, to assume the accuracy of statements made in the executed Rep Letters; (v) all terms and conditions of the Share Offering included in the Information Circular, the Plan and any other related document prepared by the Company or the Issuer for distribution or circulation shall have been acceptable to the Backstoppers and shall not have been changed in any material respect unless otherwise agreed to in writing by the Company and the Backstoppers in accordance with the terms of this Agreement; (vi) the Issuer (if it is not the Company) shall have entered into an agreement prior to the Election Deadline agreeing to be bound by the terms of this Agreement; (vii) the Company, the Issuer and the Subsidiaries shall have performed all of their material obligations under and in accordance with this Agreement and the Support Agreement (for greater certainty, material obligations include, without limitation, the obligations of the Company or the Issuer in Sections 3(h), 3(i), 3(j) and 3(k) hereof); (viii) the representations and warranties of each of the Company, Coinvest Company and Purchaser set forth its Subsidiaries contained in this Agreement and the Support Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Support Agreement and each of the Company and the Subsidiaries shall have provided Goodmans with a certificate signed by an officer of the Company or the Subsidiary, as applicable, certifying compliance with this Section 7(b)(viii) as of the Implementation Date; (iiix) no change of control payments shall be owing or payable to the Company’s officers or employees in connection with the Transaction; (x) on the Implementation Date, Coinvest all of the reasonable fees and Purchaser expenses of the Advisors, for services rendered as counsel to the Backstoppers up to and including the Implementation Date, shall have performed been paid; provided that the Advisors shall have provided the Company with invoices for all such fees and complied in all material respects with all obligations and agreements required by this Agreement expenses incurred up to be performed or complied with by it on or the date that is five Business Days prior to the ClosingImplementation Date, and shall have also provided the Company with a reasonable estimate of all such fees and expenses to be incurred by the Advisors in the period from that date to the Implementation Date; (xi) there shall not have occurred after the date hereof a Material Adverse Change; and (iiixii) there shall not be in exist, after giving effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting to the transactions contemplated by this Agreement. (b) The obligation of each of Transaction and the Company, Coinvest and Purchaser to consummate the other transactions contemplated by this Agreement is and the Support Agreement and assuming implementation of the Plan, any Material default or event of default under any Material Contract now in effect that will remain in effect following the Implementation Date (other than those defaults or events of default that are remedied, waived, stayed, extinguished or otherwise in any way rendered inoperative as part of the Proceedings). (c) The obligations of the Issuer to consummate the issuance of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and the Backstop Consideration Shares are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any on or all before the Implementation Date, which are for the benefit of which the Issuer and may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, by the Issuer (provided that such condition shall not be enforceable by the Issuer if any failure to satisfy such condition results from an action, error or omission by or within the extent permitted by applicable lawcontrol of the Issuer): (i) the representations representation and warranties of Seller set forth each of the Backstoppers (other than the Defaulting Backstoppers or the Objecting Backstoppers) contained in this Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed , and complied in all material respects with all obligations except as such representations and agreements required warranties may be affected by this Agreement to be performed the occurrence of events or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated and permitted by this Agreement; and (ivii) the closing each of the transactions contemplated by the Subscription Agreement Backstoppers shall have occurred performed all of its material obligations to be performed by such Backstopper under and in accordance with this Agreement and the Support Agreement. (d) Each of the Company and the Backstoppers agree that it will use commercially reasonable efforts to cause the conditions set forth in this Section 7 to be satisfied on or shall occur concurrently with before the ClosingImplementation Date to the extent that such conditions relate to acts to be performed or caused to be performed by such Party.

Conditions to Closing. Each Investor’s obligation to purchase and pay for the Common Units to be purchased by such Investor hereunder is subject to the satisfaction or waiver by such Investor, at or before Closing, of the following conditions: (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement shall be true and correct in all material respects when made and at and as of the time of the Closing, except both before and immediately after giving effect to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhereby. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject All conditions precedent to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest closing and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated by the Subscription Preferred Securities Purchase Agreement, the Agreement and Plan of Merger, the Senior Credit Agreement and the underlying placement or similar agreement relating to the Subordinated Note Indentures, in each case, as set forth therein, shall have been satisfied or waived (provided that any waiver of a condition shall have been disclosed to each Investor and consented to by each Investor), and each such agreement shall be in full force and effect. (c) The Company shall have delivered to such Investor a certificate of the chief executive officer or the chief financial officer or a vice president of the Company, dated the date of the Closing, to the effect set forth in clauses (a) and (b) above. (d) The purchase of and payment for the Common Units to be purchased by such Investor on the date of the Closing on the terms and conditions herein provided (including the use of the proceeds from the sale of such Common Units by the Company) shall not violate any applicable law or governmental regulation and shall not subject such Investor to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Investor shall have received such certificates or other evidence as it may request to establish compliance with this condition. All necessary authorizations, consents, approvals, exceptions or other actions by or notices to or filings with any court or administrative or governmental body or other Person required in connection with the execution, delivery and performance of the Related Agreements (other than the Incentive Unit Agreements) or the consummation of the transactions contemplated hereby or thereby shall have been issued or made, shall be final and in full force and effect and shall be in form and substance reasonably satisfactory to such Investor. (e) All proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident hereto shall be reasonably satisfactory in substance and form to such Investor, and such Investor shall have received all such counterpart originals or certified or other copies of the Operating Agreement, the Members Agreement, the Registration Rights Agreement and such other documents as it may request. (f) The Company shall have sold, or contemporaneously with such sale to such Investor will sell, to the other Investors the Common Units to be purchased by them at the Closing and shall have received payment in full therefor. (g) Such Investor shall have received from Xxxxxxxx & Xxxxx LLP, who is acting as special corporate counsel for the Company, a favorable opinion reasonably satisfactory to such Investor. The Company, by its execution hereof, hereby requests and authorizes such special counsel to render such opinion. (h) Each of the Operating Agreement, the Members Agreement and the Registration Rights Agreement shall have occurred or shall occur concurrently with the Closingbeen executed and delivered by each party thereto other than such Purchaser.

Conditions to Closing. (a) 5.1 Conditions Precedent to P2S and Buyer's Obligation to Close. The ------------------------------------------------------------- obligation of the Seller Buyer and P2S to consummate the transactions contemplated by this Agreement is subject to satisfaction of the fulfillment, following conditions on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Closing Date: (ia) the The representations and warranties of Seller and the Company, Coinvest and Purchaser Principal set forth in this Agreement Section 3 above shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);Closing Date. (iib) Seller and the Company, Coinvest and Purchaser Principal shall have performed and complied with all of their respective covenants hereunder in all material respects with all obligations and agreements required through the Closing Date. (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 or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer's or P2S's consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation; and no such injunction, judgment, order, decree, ruling, or complied charge shall be in effect. (d) No material adverse change shall have taken place with respect to the assets, and no event shall have occurred that could result in a Seller Material Adverse Effect. (e) Seller shall have held a duly convened meeting of its shareholders upon such notice and otherwise as required by it on or the laws of the State of South Carolina (the "Shareholders Meeting"). At least ten days prior to the Closing; and Shareholders Meeting, Seller shall have delivered to each of Seller's shareholders entitled to notice of and to vote at the Shareholders Meeting (i) a copy of this Agreement, (ii) the Schedules and Exhibits hereto and (iii) there a copy of the dissenter's rights statute of the State of South Carolina in a manner that complies with the corporate laws of the State of South Carolina. The foregoing documents and information shall not also be delivered to each member of a class or group entitled under the laws of the State of South Carolina to vote as a class or group in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting connection with the transactions contemplated by this Agreement. At the Shareholders Meeting, this Agreement and the transactions contemplated hereby shall be approved by holders of the outstanding capital stock of Seller entitled to vote at the Shareholders Meeting in an amount sufficient to satisfy the requirements of the laws of the State of South Carolina. (bf) No shares entitled to vote at the Shareholders Meeting shall have exercised dissenter's rights. (g) Seller shall have delivered to Buyer and P2S a certificate executed by a duly authorized executive officer of Seller, and by the Principal, stating that all of the conditions specified above in Section 5.1(a) - (f) have been complied with; (h) Buyer shall be reasonably satisfied with the results of its due diligence review of Seller, the Business and the Assets; (i) Seller shall have executed and delivered to Buyer a Consulting Agreement in form and substance mutually acceptable to Buyer and the Principal (the "Consulting Agreement"); (j) Buyer and P2S shall receive confirmation from their professional financial advisers, in form and substance satisfactory to them in their sole reasonable discretion, that the books and records of Seller are sufficient to permit audited financial statements of Seller to be prepared for the years ended December 31, 2204 and December 31, 2003,or such shorter period as Seller has been in existence in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission; (k) Buyer and Seller shall have mutually agreed upon those insurance deposits to be reimbursed to Seller at the time of Closing; and (l) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer and P2S. 5.2 Conditions Precedent to Seller's and the Principal's Obligation to ------------------------------------------------------------------- Close. The obligation of each of Seller and the Company, Coinvest and Purchaser Principal to consummate the ----- transactions contemplated by this Agreement hereby is subject to satisfaction of the fulfillment, following conditions on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Closing Date: (ia) the The representations and warranties of Seller Buyer and P2S set forth in this Agreement Section 4 above shall be true and correct in all material respects at and as of the Closing, except to the extent such representations Closing Date. (b) Buyer and warranties relate to an earlier date (in which case such representations P2S shall each have performed and warranties shall be true and correct complied with all of their respective covenants hereunder in all material respects on and as through the Closing Date. (c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of such earlier date); any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer's consummation of any of the transactions contemplated by this Agreement or (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation; and no such injunction, judgment, order, decree, ruling, or complied with by it on or prior to the Closingcharge shall be in effect; (iiid) there No material adverse change shall not have taken place with respect to Buyer or P2S, and no event shall have occurred that results in a Buyer Material Adverse Effect. (e) Buyer and P2S shall each have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 5.2(a) - (d) has been complied with in all respects; (f) Seller shall be in effect any Order by a Governmental Entity satisfied with the results of competent jurisdiction restraining, enjoining or otherwise prohibiting its due diligence review of Buyer; and P2S; (g) Buyer shall have executed and delivered to Principal the transactions contemplated by this Consulting Agreement; (h) Buyer and Seller shall have mutually agreed upon those insurance deposits to be reimbursed to Seller at the time of Closing; and (ivi) the closing All actions to be taken by Buyer and P2S in connection with consummation of the transactions contemplated by hereby and all certificates, opinions, instruments, and other documents required to effect the Subscription Agreement shall have occurred or shall occur concurrently with transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller and the ClosingPrincipal.

Conditions to Closing. (a) The obligation obligations of VF and the Seller DC Parties to consummate the Closing are subject to the satisfaction of the following conditions: (i) The Merger Closing shall have occurred or shall occur substantially simultaneously with the Closing hereunder. (ii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (iii) Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement hereby shall have expired or been terminated. (b) The obligation of VF to consummate the Closing is subject to the fulfillment, satisfaction of the following further conditions: (i) The DC Parties shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Closing Date. (iii) the The representations and warranties of the Company, Coinvest and Purchaser set forth DC Parties contained in this Agreement and in any certificate or other writing delivered by the DC Parties pursuant hereto shall be true and correct in all material respects at and as of the ClosingClosing Date as if made at and as of such date (other than any representation and warranty that is expressly made as of a time other than the Closing Date). (iii) No action, except suit, investigation or proceeding shall be pending against the DC Parties or affecting any of the Purchased Rights before any court or arbitrator or any governmental body, agency or official that would reasonably be expected to have an adverse effect on the Purchased Rights. (c) The obligation of the DC Parties to consummate the Closing is subject to the extent such representations and warranties relate to an earlier date satisfaction of the following further conditions: (in which case such representations and warranties i) VF shall be true and correct have performed in all material respects on and as all of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all its obligations and agreements hereunder required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (bii) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth VF contained in this Agreement and in any certificate or other writing delivered by VF pursuant hereto shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on Closing Date as if made at and as of such earlier datedate (other than any representation and warranty that is expressly made as of a time other than the Closing Date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) Each Party's Obligation. The respective obligation of each party hereto to effect the transactions contemplated hereby is subject to the satisfaction or waiver as of the Closing of the following conditions: (i) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Entity that prohibits the HQ Merger or any of the other material transactions contemplated by this Agreement, and no action, claim, proceeding or investigation shall be pending or threatened by any Governmental Entity (other than a court acting in response to an action, claim or proceeding brought by a non-Governmental Entity) that, if successful, would result in any of the foregoing effects. (ii) The waiting period under the HSR Act, if applicable to the transaction contemplated hereby, shall have expired or been terminated. (b) The Company's Obligations. The obligation of the Seller Company to consummate VANTAS to effect the transactions contemplated by this Agreement hereby is subject to the fulfillment, on satisfaction or prior to the Closing, Company's waiver as of each the Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest VANTAS and Purchaser set forth RSI made in this Agreement shall be true and correct in all material respects at as of the date hereof and as of the Closingtime of the Closing as though made as of such time, 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 on and as of such earlier date); (ii) the Company, Coinvest and Purchaser VANTAS and RSI shall have performed duly performed, complied with and complied satisfied in all material respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed or performed, complied with or satisfied by it on VANTAS or RSI, as applicable, by the time of the Closing except where the failure of such representations and warranties to be true and correct and/or the failure to perform, comply with and satisfy such covenants, agreements and conditions would not constitute a material impairment of the aggregate value of (i) the consideration to be paid under the UK Agreement and the Stock Purchase Agreement and (ii) the capital stock to be retained by the persons who are stockholders of the Company immediately prior to the HQ Merger after giving pro forma effect to the HQ Merger (such impairment being a "Company Transaction Value Impairment"). VANTAS and RSI shall have delivered to the Company a certificate dated the Closing Date and signed by an officer of each of VANTAS and RSI, as applicable, confirming the foregoing. (ii) All of the conditions to the obligations of CarrAmerica and all additional selling stockholder parties to close under the Stock Purchase Agreement dated as of the date hereof by and among certain of the stockholders of the Company and RSI (the "Stock Purchase Agreement"), shall have been satisfied or waived (other than the condition that the HQ Merger be consummated) and the transactions contemplated thereunder shall be scheduled to close immediately upon the Closing; and. (iii) there The Stockholders Agreement by and among Holdco, RSI, CarrAmerica and the other parties thereto, substantially in the form of Exhibit D hereto (the "Stockholders Agreement"), shall not be in effect any Order have been duly executed and delivered by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Holdco and RSI and deemed effective simultaneously with the transactions contemplated by this AgreementSecond Step Merger. (biv) The obligation Indemnification and Escrow Agreement, by and among certain stockholders of each Holdco, RSI and such escrow agent as shall be mutually agreed to by the parties (the "Indemnification Escrow Agent"), substantially in the form of Exhibit E hereto (the "Indemnification Escrow Agreement"), shall have been duly executed and delivered by such stockholders of Holdco, RSI and the Indemnification Escrow Agent and the shares required to be delivered by RSI pursuant thereto shall have been delivered to the Indemnification Escrow Agent pursuant thereto. (v) VANTAS shall have executed and delivered the CarrAmerica Intercompany Agreements, substantially in the form of Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively, hereto (collectively, the "Xxxx Intercompany Agreements"). (vi) the Registration Rights Agreement by and among Holdco and certain holders of the CompanyShares, Coinvest and Purchaser to consummate substantially in the transactions contemplated by this Agreement is subject to form of Exhibit G hereto (the fulfillment"Holdco Registration Rights Agreement"), on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to been executed at the Closing; (iiivii) there shall not be in effect any Order The Registration Rights Agreement by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing and among RSI and certain holders of the transactions contemplated by Shares, substantially in the Subscription Agreement form of Exhibit H hereto ( the "RSI Registration Rights Agreement"), shall have occurred or shall occur concurrently with been executed at the Closing. (viii) The Escrow Agreement, by and among CarrAmerica, RSI, VANTAS and such escrow agent as shall be mutually agreed to by the parties, as escrow agent (the "Cash Escrow Agent"), substantially in the form of Exhibit I hereto (the "Cash Escrow Agreement"), shall have been duly executed and delivered by RSI, VANTAS and the Cash Escrow Agent and the cash required to be delivered to the Cash Escrow Agent by RSI and/or VANTAS pursuant hereto and thereto shall have been delivered to the Cash Escrow Agent. (ix) All actions required to be taken by RSI and the HQ Surviving Corporation to implement the Second Step Merger shall have been taken. (x) Intentionally Omitted.

Conditions to Closing. (a) The obligation Without limiting any other conditions to Buyer's obligations to close set forth in this Contract, the obligations of the Seller to consummate the transactions contemplated by Buyer under this Agreement is Contract are subject to the fulfillment, on or prior to satisfaction at the Closing, time of Closing of each of the following conditions (any or all of which may be waived by the Seller in whole or in part by Buyer at or prior to the extent permitted by applicable lawClosing): (i) All of the representations and warranties of the Company, Coinvest and Purchaser by Seller set forth in this Agreement Contract or any Exhibit attached hereto shall be true and correct in all material respects at respects, as if made on and as of the Closing Date, provided that changes to any representations or warranties regarding the Leases or the Rent Roll based on action of Seller that are permitted by this Contract shall not constitute a condition of Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser Seller shall have performed performed, observed, and complied in all material respects with all obligations covenants and agreements required by this Agreement Contract to be performed or complied with by it on Seller at or prior to the Closing; and (iii) there Seller shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting have taken such actions under Article 4 hereof to enable the transactions contemplated by this Agreement. (b) The obligation of each of Title Insurer to irrevocably and unconditionally commit to issue the Company, Coinvest and Purchaser Title Policy to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and Buyer as of the ClosingClosing Date. If any condition set forth herein is not fully satisfied on or before the Closing Date, except Seller may elect to the extent attempt to satisfy any such representations unsatisfied condition, and warranties relate if Seller so elects by written notice to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Buyer, Seller shall have performed until the date occurring ten (10) days after the Closing Date in which to satisfy such condition, and complied in all material respects with all obligations and agreements required by this Agreement to the Closing Date shall be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingextended for such period.

Conditions to Closing. (a) The obligation obligations of the Seller Buyer to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillment, on prior satisfaction or prior to the Closing, waiver of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) RCP shall have validly exercised the Drag-Along Right such that each of the other Sellers is required to consummate the Closing, and each such other Seller shall have duly executed and delivered a Joinder Agreement; (ii) The representations and warranties of the Companyeach Seller contained in Article IV of this Agreement, Coinvest of RW LSG Management contained in Article V and Purchaser set forth of RW LSG Holdings contained in Article VI of this Agreement shall be true and correct in all material respects at and as of the Closing, Closing Date as if made at and as of such time (except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);; and (iiiii) the Company, Coinvest Each Seller and Purchaser RW LSG Management shall have performed and complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on any of them under this Agreement at or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation obligations of each of RCP and the Company, Coinvest other Sellers and Purchaser RW LSG Management to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillment, on prior satisfaction or prior to the Closing, waiver of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the The representations and warranties of Seller set forth Buyer contained in Article VII of this Agreement shall be true and correct in all material respects at and as of the Closing, Closing as if made at and as of such time (except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);; and (ii) Seller Buyer shall have performed and complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on any of them under this Agreement at or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation Section 7.01 Conditions to Obligations of the Seller Parent and the Merger Sub. The obligations of the Parent and the Merger Sub to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillmentfulfillment or the Parent’s waiver, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (ia) Other than the representations and warranties of the CompanyCompany and/or the Stockholders contained in Section 3.01, Coinvest Section 3.02, Section 3.03, Section 3.06, and Purchaser set forth Section 3.19, the representations and warranties of the Company and/or the Stockholders contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Company Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of the Closing, such date (except to the extent such those representations and warranties relate to an earlier that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date (in which case such all respects). The representations and warranties of the Company and/or the Stockholders contained in Section 3.01, Section 3.02, Section 3.03, Section 3.06, and Section 3.19 shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such earlier date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects);. (iib) The Company and the Company, Coinvest and Purchaser Stockholders shall have duly performed and complied in all material respects with all obligations agreements, covenants, and agreements conditions required by this Agreement to be performed or complied with by it on or them prior to or on the ClosingClosing Date; and (iii) there provided, that, with respect to agreements, covenants, and conditions that are qualified by materiality, the Company and the Stockholders shall not be have performed such agreements, covenants, and conditions, as so qualified, in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementall respects. (bc) The obligation of each of No Action shall have been commenced against the Parent, the Merger Sub, the Company, Coinvest or any Stockholder that would prevent the Closing. No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order that is in effect and Purchaser to consummate has the effect of making the transactions contemplated by this Agreement is subject illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) All approvals, consents, and waivers that are required to be listed on Section 3.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the fulfillment, on Parent at or prior to the Closing. (e) From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Company Material Adverse Effect. (f) The Company shall have delivered each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller closing deliverables set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier dateSection 2.03(a);. (iig) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription The Employment Agreement shall have occurred or been executed by Xxxxx Xxxxxxxx and a true and complete copy thereof shall occur concurrently with have been delivered to the ClosingParent.

Conditions to Closing. (a) This Agreement shall only be legally binding on the parties when each and every party signs this Agreement, this Agreement has been approved by resolution by the governing body or board of party, the parties satisfy all other conditions to the Closing and all termination of agreement rights have expired without being exercised by the eligible parties. 4.1 Conditions to the Investor’s Obligations. The obligation of Investor to purchase the Seller to consummate Purchase Shares at the transactions contemplated by this Agreement Closing is subject to the fulfillmentfulfillment to Investor’s satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by such Investor (as to itself or himself only): (a) The representations and warranties made by the Seller Company in whole Section 5 hereof, as qualified by the Disclosure Schedules and the SEC Filings, including 2020 10-K, shall be true and correct in all material respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in part all respects, as of the date hereof and as of the Closing Date, as though made on and as of such date, except to the extent permitted by applicable law): (i) the representations and warranties any such representation or warranty expressly speaks as of the Companyan earlier date, Coinvest and Purchaser set forth in this Agreement which case such representation or warranty shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements covenants herein required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the Company, Coinvest purchase and Purchaser to consummate sale of the Purchase Shares and the consummation of the other transactions contemplated by this Agreement is subject to the fulfillmentTransaction Documents, on or prior to the Closing, of each of the following conditions (any or all of which may shall be waived, as to each of the Company, Coinvest in full force and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):effect. (ic) The Company shall have delivered the representations and warranties of Seller items set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier dateSection 3.2(a);. (iid) Seller Compliance with all applicable federal and state securities laws and OTC Markets Group, Inc. requirements for issuance of Purchase Shares. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have performed been issued, and complied in all material respects with all obligations and agreements required no action or proceeding shall have been instituted by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated by hereby or in the Subscription Agreement other Transaction Documents. (f) There shall have occurred been no Material Adverse Effect with respect to the Company since the Effective Date. (g) No stop order or suspension of trading shall occur concurrently have been imposed by OTCQB, the SEC or any other governmental or regulatory body with respect to public trading in the ClosingCommon Stock.

Conditions to Closing. (a) The obligation obligations of Purchaser hereunder to purchase and of Seller hereunder to sell the Shares are subject to the fulfillment of the following conditions: (i) all permits, orders, approvals, consents, non-disapprovals or non-objections relating to the Insurance Filings and of any other governmental or insurance regulatory authority which are required in connection with the consummation of the transaction contemplated by this Agreement including, but not limited to, the approval by the States in which the Insurance Filings are required and such other regulatory authorities as require a permit, order, approval, consent, non-disapproval or non-objection (in the case of any non-disapprovals or non-objections as evidenced by the time period prescribed by applicable insurance law having elapsed without Purchaser having received any objection), shall have been obtained (and, subject to Purchaser's obligations under Section 5(b) and (c), not contain any conditions or other terms that are not reasonably acceptable to Purchaser) and such permits, orders, approvals, consents, non-disapprovals and/or non-objections shall be effective and shall not have been suspended, revoked or stayed; (ii) all applicable waiting periods under the HSR Act shall have expired or been terminated; and (iii) no injunction or law prohibiting or making illegal the consummation of the transaction contemplated by this Agreement shall have been enacted, issued, promulgated or enforced by any court or governmental authority having jurisdiction over Seller or Purchaser. (b) The obligations of Seller to consummate the transactions transaction contemplated by this Agreement is shall be further subject to the fulfillment, at or prior to the Settlement Date, of the following conditions: (i) the representations and warranties of Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Settlement Date, with the same force and effect as if made at the Settlement Date (except if made as of a specified earlier date), (ii) the covenants and agreements contained in this Agreement to be complied with by Purchaser on or before the Settlement Date shall have been complied with in all material respects, and (iii) Seller shall have received a certificate from Purchaser to the effect set forth in clauses (i) and (ii) signed by a duly authorized representative thereof. (c) The obligations of Purchaser to consummate the transaction contemplated by this Agreement shall be further subject to the fulfillment, on or prior to the ClosingSettlement Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): conditions: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth Seller contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at and as of the ClosingSettlement Date, with the same force and effect as if made at the Settlement Date (except to for the extent such representations representation and warranties relate to an earlier date (warranty set forth in Section 3(d), which case such representations and warranties shall only be true and correct in all material respects on and made as of such earlier datethe date of this Agreement); , (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations covenants and agreements required by contained in this Agreement to be performed or complied with by it Seller on or before the Settlement Date shall have been complied with in all material respects, and (iii) Purchaser shall have received a certificate from Seller to the effect set forth in clauses (i) and (ii) signed by a duly authorized representative thereof and if requested in writing by Purchaser at least two (2) days prior to the Closing; and (iii) there shall not be in effect any Order by Settlement Date, a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this duly executed Assignment Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation obligations of the Seller each Party to consummate the transactions contemplated by that are to be consummated at the Closing pursuant to the terms of this Agreement is shall be subject to the fulfillmentsatisfaction, on or prior to as of the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller Parties in whole or in part part): (i) The transactions contemplated under the MIPA shall have been consummated, subject to Assignee’s delivery of the documents set forth in Section 2.8(c)(ii) – (iv). (b) The obligations of Assignee to consummate the transactions that are to be consummated at the Closing pursuant to the extent permitted terms of this Agreement shall be subject to the satisfaction, as of the Closing Date, of the following conditions (any of which may be waived by applicable lawAssignee in whole or in part): (i) Assignor shall have delivered to Assignee a binder in respect of the R&W Policy. (ii) Each of (i) the representations and warranties of the Company, Coinvest and Purchaser Assignor set forth in this Agreement Section 3.1 (Due Organization; Good Standing), Section 3.2(a) (Authorization), and Section 3.5 (Non Foreign Person) (the “Assignor Fundamental Representations”) shall be true and correct in all material respects at as of the Closing Date as though made on and as of the Closing, Closing Date (except to the extent that any such Assignor Fundamental Representations are made as of another date, which Assignor Fundamental Representations shall be true and correct in all respects as of such date) and (ii) the other representations and warranties of Assignor set forth in Article III shall be true and correct (without giving effect to any “material,” “materially,” “materiality,” “material adverse effect,” “material adverse change” or similar qualifiers contained in any of such representations and warranties) in all respects, except where the failure to be so true and correct, individually or in the aggregate, does not and would not reasonably be expected to have a material adverse effect on Assignor’s ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereunder, in each case as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations and warranties relate to an earlier date (in speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date);. (iiiii) the Company, Coinvest and Purchaser Assignor shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on Assignor at or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (bc) The obligation obligations of each of the Company, Coinvest and Purchaser Assignor to consummate the transactions contemplated by that are to be consummated at the Closing pursuant to the terms of this Agreement is shall be subject to the fulfillmentsatisfaction, on or prior to as of the ClosingClosing Date, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived by the Purchaser, Assignor in whole or in part, to the extent permitted by applicable law): (i) Each of (i) the representations and warranties of Seller Assignee set forth in this Agreement Section 4.1 (Due Organization; Good Standing) and Section 4.2(a) (Authorization) (the “Assignee Fundamental Representations”) shall be true and correct in all material respects at as of the Closing Date as though made on and as of the Closing, Closing Date (except to the extent that any such Assignee Fundamental Representations are made as of another date, which Assignee Fundamental Representations shall be true and correct in all respects as of such date) and (ii) the other representations and warranties of Assignee set forth in Article IV shall be true and correct (without giving effect to any “material,” “materially,” “materiality,” “material adverse effect,” “material adverse change” or similar qualifiers contained in any of such representations and warranties) in all respects, except where the failure to be so true and correct, individually or in the aggregate, does not and would not reasonably be expected to have a material adverse effect on Assignee’s ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereunder, in each case as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations and warranties relate to an earlier date (in speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date);. (ii) Seller Assignee shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on Assignee at or prior to the Closing;Closing Date. (iiid) there Assignor agrees that (i) Assignor shall not be reasonably and in effect any Order by good faith assess whether a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Company Material Adverse Effect (as defined in the transactions contemplated by this Agreement; and (ivMIPA) the closing of has occurred prior to consummating the transactions contemplated by the Subscription Agreement MIPA, (ii) Assignor shall have in good faith (A) consider whether an objective and reasonable third party would conclude that a Company Material Adverse Effect had occurred based on the facts and circumstances at the relevant time, (B) base such assessment on the Brand Companies as a whole and not solely on the intellectual property assets of the Brand Companies, and (C) in good faith consider any factors raised by Assignee affecting the Assigned Assets and the Acquired Assets (as defined in the Gaiam-FFL APA), and (iii) if Assignor reasonably and in good faith concludes that a Company Material Adverse Effect has occurred and is ongoing such that the condition set forth in Section 8.02(c) of the MIPA is not satisfied, then Assignor shall not waive the condition set forth in Section 8.02(c) of the MIPA without the prior written consent of Assignee, such consent not to be unreasonably withheld, conditioned or shall occur concurrently with the Closingdelayed.

Conditions to Closing. (a) The Each Purchaser’s obligation of to purchase and pay for the Seller Series [ ] Notes to consummate be sold to such Purchaser at the transactions contemplated by this Agreement Closing is subject to the fulfillmentfulfillment to such Purchaser’s reasonable satisfaction, on or prior to or at the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement (as they may be supplemented, amended or superseded by the conditions set forth in paragraph (c) below) and to the following additional conditions: (a) Except as supplemented, amended or superseded by the representations and warranties set forth in Schedule 4, each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of the Company, Coinvest Parent and Purchaser the Company set forth in this Section 5 of the Note Purchase Agreement shall be true and correct in all material respects at (except those representations and warranties that are qualified by materiality, which will be correct in all respects) as of the Closing, date of Closing (except to the extent for such representations and warranties that relate to an a specific earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on and as of such specific earlier date); (ii) and each of the Company, Coinvest Parent and Purchaser the Company shall have performed and complied in all material respects with all obligations and agreements required by this Agreement delivered to be performed or complied with by it on or prior to each Purchaser an Officer’s Certificate, dated the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity date of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing certifying that such condition has been fulfilled. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to Contemporaneously with the Closing, of each of the following conditions (any or all of which may be waived, as Company shall sell to each of the Company, Coinvest and Purchaser, and each Purchaser shall purchase, the Series Notes to be purchased by such Purchaser at the Purchaser, Closing as specified in whole or in part, to the extent permitted by applicable law):Schedule A. (ic) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the [Here insert any modifications to conditions or additional conditions to Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.]

Conditions to Closing. (a) Conditions to the Obligations of MSG. The obligation obligations of the Seller MSG to consummate the transactions contemplated by this Agreement to occur on the Aircraft Contribution Date is subject to the fulfillment, on satisfaction (or prior to waiver by MSG) as of the Closing, of each Aircraft Contribution Date of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest each of ITT MSG and Purchaser set forth ITTF made in this Agreement shall be true and correct in all material respects at respects, as of the date hereof and as of the ClosingAircraft Contribution Date as though made as of such time, 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 on and as of such earlier date); (ii) the Company, Coinvest . ITT MSG and Purchaser ITTF shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it each of them by the Aircraft Contribution Date. (ii) The parties shall have received all authorizations, consents, orders and approvals of all Federal, state, local or foreign governments or any court of competent jurisdiction, administrative agency or commission or other nongovernmental authority or instrumentality, domestic or foreign (a "Governmental Entity") required in order to consummate the transactions contemplated hereby to occur on the Aircraft Contribution Date. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or prior permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in force and have the effect of (A) preventing the consummation of the transactions contemplated hereby to occur on the Closing; andAircraft Contribution Date or (B) prohibiting or materially limiting the ownership by MSG or Aircraft Sub of, or compelling MSG or Aircraft Sub to dispose of or hold separate, the Aircraft, as a result of the transactions contemplated to occur on the Aircraft Contribution Date. (iii) there There shall not be in effect pending or threatened by any Order by a Governmental Entity any action, suit, arbitration, inquiry, proceeding or investigation (an "Action") (or by any other person any Action which has a reasonable likelihood of competent jurisdiction restrainingsuccess), enjoining (A) challenging or otherwise prohibiting seeking to restrain or prohibit consummation of the transactions contemplated hereby to occur on the Aircraft Contribution Date, (B) seeking to prohibit or materially limit the ownership by MSG or Aircraft Sub of the Aircraft, or the operation of the Aircraft as contemplated by the parties, or to compel MSG or Aircraft Sub to dispose of or hold separate the Aircraft or (C) seeking to obtain from GHC, MSGE, MSG or any of their subsidiaries or affiliates in connection with such transactions any damages that are material in relation to the value of the Aircraft, in each case as a result of the transactions contemplated hereby to occur on the Aircraft Contribution Date; provided, however, that this Agreementcondition shall be deemed to be waived by MSG as to any Action (except for any Action by any Governmental Entity) if the sole potential impact of such Action would be a judgment for money damages and ITT MSG and ITTF provides to MSG and its Affiliates complete indemnification in form and substance reasonably satisfactory to MSG with respect to any such Action. (b) Conditions to the Obligations of ITTF and ITT MSG. The obligation obligations of each of the Company, Coinvest ITTF and Purchaser ITT MSG to consummate the transactions contemplated by this Agreement to occur on the Aircraft Contribution Date is subject to the fulfillment, on satisfaction (or prior to waiver by ITTF and ITT MSG) as of the Closing, of each Aircraft Contribution Date of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the The representations and warranties of Seller set forth MSG made in this Agreement shall be true and correct in all material respects at respects, as of the date hereof and as of the ClosingAircraft Contribution Date as though made as of such time, 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 on and as of such earlier date); (ii) Seller . MSG shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it by the Aircraft Contribution Date. (ii) The parties shall have received all authorizations, consents, orders and approvals of all Governmental Entities required in order to consummate the transactions contemplated to occur on the Aircraft Contribution Date. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or prior permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in force and have the effect of preventing the consummation of the transactions contemplated hereby to occur on the Closing;Aircraft Contribution Date. (iii) there There shall not be in effect pending or threatened by any Order by a Governmental Entity any Action (or by any other person any Action which has a reasonable likelihood of competent jurisdiction restrainingsuccess), enjoining challenging or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing seeking to restrain or prohibit consummation of the transactions contemplated by hereby to occur on the Subscription Agreement shall have occurred Aircraft Contribution Date or shall occur concurrently seeking to obtain from ITTF or ITT MSG or any of their respective Subsidiaries or Affiliates in connection with such transactions any damages that are material in relation to the Closingvalue of the Aircraft.

Conditions to Closing. (a) The Buyer's obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the fulfillment, on satisfaction or prior to the Closing, of each waiver of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement Section 3 above shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date)Closing Date; (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement of his covenants hereunder to be performed or complied with by it on at or prior to the ClosingClosing in all respects; (iii) there no action, suit, or proceeding shall not be in effect pending or threatened before any Order by a Governmental Entity court or quasi-judicial or administrative agency of competent any federal, state, local, or foreign jurisdiction restrainingor before any arbitrator wherein an unfavorable injunction, enjoining judgment, order, decree, ruling, or otherwise prohibiting charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Agreement and General Release of All Claims dated the date hereof between Seller and the Company (as the same may be amended by the parties thereto in accordance with the terms thereof, the "AGREEMENT AND GENERAL RELEASE") shall be in full force and effect (without revocation of any part thereof), and Seller shall be in full compliance with his obligations under such Agreement and General Release; and (v) Seller shall have delivered certificates representing the Company Stock, duly endorsed in blank or with duly executed stock powers attached. (b) The obligations of Seller to consummate the transactions to be performed by him or it in connection with the Closing are subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 4 above shall be true in all respects at and as of the Closing Date; (ii) Buyer shall have performed and complied with all of its covenants hereunder to be performed or complied with at or prior to the Closing in all respects; (iii) 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 or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (iv) the closing Buyer shall have delivered payment in full of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently Purchase Price in accordance with the ClosingSection 1 hereof.

Conditions to Closing. 7.1 Conditions to Each Party's Obligation to Effect the Merger. The obligation of each party to effect the Contribution shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) No action or proceeding before a court or other governmental body by any governmental agency or public authority shall have been instituted or threatened to restrain or prohibit the transactions contemplated under this Agreement or the Merger Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement, the Merger Agreement or any related agreements or the consummation of the Contribution and/or Merger; and no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated under this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Contribution or Merger. (b) All consents, authorizations, orders and approvals of (or 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 execution, delivery and performance of this Agreement shall have been obtained or made. (c) The parties shall have entered into a mutual release regarding the Interim Management Agreement dated December 7, 1998. 7.2 Further Conditions to Obligation of Dynamic and LLC to Effect the Contribution. The obligation of Dynamic and LLC to effect the Seller to consummate the transactions contemplated by this Agreement is Contribution shall also be subject to the fulfillmentfulfillment at or prior to the Closing of the following conditions: (a) ACS2 and Advanced shall each have performed its respective obligations contained in this Agreement, including but not limited to the deliveries stipulated in Section 6.14, required to be performed on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) Closing and the representations and warranties of the Company, Coinvest ACS2 and Purchaser set forth Advanced contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation From the date of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to until the fulfillmentEffective Time of Contribution, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not have occurred any material change in the financial condition, business, operations or prospects of Advanced or the other ACS2 Subsidiaries that would have or would be in reasonably likely to have a material adverse effect any Order by a Governmental Entity on the operation of competent jurisdiction restrainingAdvanced or the other ACS2 Subsidiaries; provided, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing however, that for purposes of the transactions contemplated by the Subscription Agreement determining whether there shall have occurred been any such material changes, any adverse change resulting from or relating to general industry or economic conditions shall occur concurrently with the Closingbe disregarded.

Conditions to Closing. (a) The effectiveness of this Agreement and obligation of each Lender to make the Seller to consummate Initial Term Loans on the transactions contemplated by this Agreement is Closing Date shall be subject to the fulfillment, on or prior to receipt by Agent and the Closing, Lenders of each agreement, document and instrument set forth on the closing checklist attached hereto as Exhibit G, each in form and substance satisfactory to Agent and the Lenders, and the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders in their sole discretion: (a) the receipt by Agent and the Lenders of executed counterparts of this Agreement and the other Financing Documents; (b) the payment of all fees, expenses and other amounts due and payable under each Financing Document; (c) since December 31, 2021, the absence of any fact, event or all circumstance that would reasonably be expected to result in a Material Adverse Effect; (d) receipt by Agent of which may be waived a Notice of Borrowing in compliance with this Agreement; (e) receipt by the Seller in whole or in part Agent and the Lenders at least 3 Business Days prior to the extent permitted Closing Date all documentation and other information requested by Agent or any Lender and required by regulatory authorities under applicable law):“know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act; (if) the fact that, immediately before and after the funding of the Initial Term Loans, no Default or Event of Default shall have occurred and be continuing; and (g) the fact that the representations and warranties of each Credit Party contained in the CompanyFinancing Documents shall be true, Coinvest correct and Purchaser set forth complete in this Agreement all material respects on and as of the date of such borrowing, except to the extent that any such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company; provided, Coinvest and Purchaser shall have performed and complied however, in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there each case, such materiality qualifier shall not be in effect applicable to any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth that are already qualified or modified by materiality in the text thereof. Each Lender, by delivering its signature page to this Agreement Agreement, shall be true deemed to have acknowledged receipt of, and correct in all material respects at consented to and as of the Closingapproved, except to the extent such representations each Financing Document and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements each other document, agreement and/or instrument required by this Agreement to be performed approved by Agent, Required Lenders or complied with by it Lenders, as applicable, on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingClosing Date.

Conditions to Closing. (a) The obligation of Issuer to sell and of Note Sellers to acquire the Seller Shares at the Closing pursuant to consummate this Agreement shall be subject to there being no order of any court or administrative agency in effect which restrains or prohibits the transactions contemplated hereby, and no suit, action, investigation, inquiry or other legal or administrative proceeding having been instituted and remaining pending on the date of the Closing, or threatened on that date, which challenges the validity or legality of the transactions contemplated hereby and which (i) has a reasonable likelihood of success on the merits and (ii) if adversely determined, would render it unlawful, as of such date, to effect the transactions contemplated by this Agreement is substantially in accordance with its terms. (b) The obligations of Note Sellers to purchase the Shares at the Closing pursuant to the terms of this Agreement shall be subject to the fulfillment, on performance by Issuer in all material respects of its covenants and obligations hereunder to be performed at or prior to the Closing, of each of the following conditions (any or Closing and to all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the Issuer's representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be hereunder being true and correct in all material respects at and as if made on and, except if some other date is specifically set forth therein, as of the date of the Closing, except . (c) The obligations of Issuer to sell the Shares at the Closing pursuant to the extent such terms of this Agreement shall be subject to the performance by Note Sellers in all material respects of its covenants and obligations hereunder to be performed at or prior to the Closing and to all of Note Sellers' representations and warranties relate to an earlier date (in which case such representations and warranties shall be hereunder being true and correct in all material respects as if made on and as of such earlier date); (ii) the Companyand, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement except if some other date is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller specifically set forth in this Agreement shall be true and correct in all material respects at and therein, as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation of the Seller Purchaser to consummate enter into and complete the transactions contemplated by this Agreement is Closing are subject to the fulfillment, fulfillment on or prior to the Closing, of each Closing Date of the following conditions (conditions, any one or all more of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Purchaser: (ia) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement shall be true and correct in all material respects at (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing, Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such that representations and warranties relate to an earlier made as of a specific date (in which case such representations and warranties shall be true and correct in all material respects (except as aforesaid) on and as of such earlier date); (ii) ; the Company, Coinvest and Purchaser Company shall have performed and complied with in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by it the Company on or prior to the ClosingClosing Date; and (iii) there and the Company shall not be in effect any Order have delivered to the Purchaser a certificate, dated the date of the Closing Date and signed by a Governmental Entity an executive officer of competent jurisdiction restrainingthe Company, enjoining or otherwise prohibiting to the transactions contemplated by this Agreementforegoing effect. (b) The obligation No Action shall be pending or threatened by any Governmental Authority or any other party against the Company or any of each its directors or the Purchaser, which Action is reasonably likely to (i) restrain or prohibit the consummation of any of the Companytransactions contemplated by the Transaction Agreements, Coinvest or (ii) result in damages that alone or together with the costs and expenses of defending such Action are material in relation to the Company and its Subsidiaries, taken as a whole. (c) No Requirement of Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the transactions contemplated by the Transaction Agreements. (d) Since the date hereof, no event or development shall have occurred (or failed to occur) and there shall be no circumstance (and the Purchaser shall not have become aware of any *CONFIDENTIAL TREATMENT REQUESTED previously existing circumstance) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (e) The consents listed on Schedule 7.1(e) of the Company Disclosure Letter shall have been obtained and delivered to Purchaser. (f) The parties shall have received all approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by this Agreement is subject the Transaction Agreements, which are either specified in Schedule 3.4 of the Company Disclosure Letter or otherwise required to the fulfillment, on or be obtained prior to the Closing, Closing by applicable Requirements of each Laws or which are necessary to prevent a Material Adverse Effect. (g) The Certificate of Incorporation shall have been amended to increase the authorized Common Stock from 98,500,000 shares to 250,000,000 shares. (h) A period of at least ten (10) days shall have elapsed since the mailing by the Company of the following conditions (any or all of which may be waived, as to each Company Stockholder Notice and the issuance by the Company of the Company, Coinvest and Purchaser, by the PurchaserNASDAQ Announcement, in whole or each case, in part, to the extent permitted by applicable law):accordance with Section 5.5. (i) the representations and warranties The shares of Seller set forth in this Agreement shall be true and correct in all material respects at and as Common Stock issuable upon conversion of the ClosingNote shall have been approved for listing on NASDAQ, except subject only to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as official notice of such earlier date);issuance. (iij) Seller The Company shall have performed entered into the Note, the Assignment Agreement, the Security Agreement, the Registration Rights Agreement and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Celecoxib License Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) 3.01 Conditions to the Purchaser’s Obligations. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction (or prior to waiver by the Closing, of each Purchaser in writing) of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Closing Date: (a) (i) The representations and warranties set forth in Article IV and Article V (other than the Company Fundamental Reps, the Seller Fundamental Reps and those representations and warranties that address matters as of particular dates) shall be true and correct as of the Closing Date as though then made, (ii) the representations and warranties of Seller set forth in this Agreement Article IV and Article V that address matters as of particular dates (other than the Company Fundamental Reps and the Seller Fundamental Reps) shall be true and correct as of such dates, except where the failure of such representations and warranties referenced in clauses (i) and (ii) above to be so true and correct have not, individually or in the aggregate, had a Material Adverse Effect (without giving effect to materiality, Material Adverse Effect or similar phrases in such representations and warranties), and (iii) the Company Fundamental Reps and the Seller Fundamental Reps shall be true and correct in all material but de minimis respects at and as of the Closing, except to Closing Date as though then made; (b) Each of the extent such representations Seller and warranties relate to an earlier date (in which case such representations and warranties the Company shall be true and correct have performed in all material respects on and as all of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations the covenants and agreements that are required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Closing; (iiic) there The applicable waiting periods under the HSR Act shall have expired or been terminated; (d) There shall not be in effect have been a Material Adverse Effect since the date of this Agreement; (e) No judgment, decree or judicial order shall have been entered which prevents the performance of a material part of this Agreement or the consummation of a material part of any Order by a Governmental Entity of competent jurisdiction restrainingthe transactions contemplated hereby, enjoining or otherwise prohibiting declares unlawful the transactions contemplated by this AgreementAgreement or causes such transactions to be rescinded; and (f) The Seller or the Company, as applicable, shall have delivered to the Purchaser each of the following: (i) a certificate from each of the Seller and of the Company, executed by an authorized officer of each of the Seller and of the Company, respectively, and dated as of the Closing Date, stating that the conditions specified in Sections 3.01(a) and 3.01(b), as they relate to the Seller and the Company, respectively, have been satisfied; (ii) the Seller shall have delivered to the Purchaser a certificate, executed by an authorized officer thereof, duly completed pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder certifying that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (iii) evidence reasonably satisfactory to the Purchaser of the termination of each Affiliate Agreement that is noted with an asterisk (*) on the Affiliated Transactions Schedule as to be terminated at or prior to Closing such that none of the Company or any of its Subsidiaries has any liability pursuant to each such Affiliate Agreement; (iv) the Limited Guaranty executed by the GTCR Limited Guarantors; and (v) the payoff letters in accordance with Section 7.04. If the Closing occurs, all closing conditions set forth in this Section 3.01 which have not been fully satisfied as of the transactions contemplated Closing shall be deemed to have been waived by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingPurchaser.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth ISKYWIRE contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate from the Majority Member of ISKYWIRE to such effect. (ii) the Company, Coinvest and Purchaser ISKYWIRE shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate from the Majority Member of ISKYWIRE to such effect. (iii) there shall not be in b. The obligations of ISKYWIRE to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. ISKYWIRE shall each have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. ISKYWIRE shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there US WIRELESS shall not be in put into effect any Order by a Governmental Entity an agent and consultant agreements with the Managers of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andiSkywire. (iv) ISKYWIRE shall have received the closing consent to this Agreement from one hundred percent (100%) of its Members. (v) US WIRELESS shall deliver to ISKYWIRE a copy of its instruction letter to its transfer agent authorizing the issuance of the transactions contemplated by shares to be issued pursuant to this Agreement. (vi) US WIRELESS’s common stock shall be trading on the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingOTC Bulletin Board without extension on its symbol.

Conditions to Closing. (a) The obligation obligations of the Seller to consummate Company hereunder in connection with the transactions contemplated by this Agreement is Closing are subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):precedent: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on each Closing Date of the representations and warranties of the Company, Coinvest and Purchaser set forth Subscriber contained herein (unless as of a specific date therein in this Agreement which case they shall be true accurate as of such date); and (ii) all obligations, covenants and correct agreements of the Subscriber required to be performed at or prior to each Closing Date shall have been performed. (b) The obligations of the Subscriber hereunder in connection with the Closing are subject to the satisfaction at or prior to the Closing of the following conditions precedent: (i) the accuracy in all material respects at and as of the Closing(or, except to the extent such representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on each Closing Date of the representations and warranties relate to an earlier of the Company contained herein (unless as of a specific date (therein in which case such representations and warranties they shall be true and correct in all material respects on and accurate as of such earlier date); (ii) the Companyall obligations, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations covenants and agreements of the Company required by this Agreement to be performed or complied with by it on at or prior to the Closingeach Closing Date shall have been performed; and (iii) there shall not be the delivery by the Company of (A) the stock certificate or transfer agent report evidencing that the shares of Common Stock have been issued and registered in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each name of the Company, Coinvest Subscriber and Purchaser to consummate (B) the transactions contemplated by this Agreement is subject to duly executed Warrant in the fulfillment, on or prior to the Closing, of each name of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingSubscriber.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth VPW contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate from the Majority Member of VPW to such effect. (ii) the Company, Coinvest and Purchaser VPW shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate from the Majority Member of VPW to such effect. (iii) there shall not be in b. The obligations of VPW to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. VPW shall each have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. VPW shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there US WIRELESS shall not be in put into effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting an agent agreement with the transactions contemplated by this Agreement; andMembers. (iv) VPW shall have received the closing consent to this Agreement from one hundred percent (100%) of its Members. (v) US WIRELESS shall deliver to VPW a copy of its instruction letter to its transfer agent authorizing the issuance of the transactions contemplated by shares to be issued pursuant to this Agreement. (vi) US WIRELESS’s common stock shall be trading on the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingOTC Bulletin Board without extension on its symbol.

Conditions to Closing. (a) The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions condition, any or all of which be waived, in whole or in part, to the extent permitted by applicable law: (i) No governmental entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the transactions contemplated in this which is in effect and which prevents or prohibits consummation of the transactions contemplated in this Agreement; provided, however, that the parties shall use their best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted. (b) The obligations of Loeffler to effect the transactions contemplated herein sxxxx xx subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth Merci contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. Loeffler shall have received a certificate of the principal xxecutive officer of Merci to such effect. (ii) the Company, Coinvest and Purchaser Merci shall have performed and or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing including filing of all required reports with the SEC pursuant to the Exchange Act. Loeffler shall have received a certificate of the prixxxxxx xxecutive officer of Merci to such effect. (c) The obligations of Merci to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law: (i) Each of the representations and warranties of Loeffler contained in this Agreement shall be true xxx xxxrect in all material respects as of the Closing, except, that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Merci shall each have received a certificate of the principal executive officer of Loeffler to such effect. (ii) Loeffler shall have perfoxxxx xx complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there . Merci shall not be in effect any Order by have received a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each certificate of the Company, Coinvest and Purchaser principal executive officer of Loeffler to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingeffect.

Conditions to Closing. (a) 6.1 Conditions to the Investors' Obligations - First Closing. The obligation of each Investor to purchase the Seller to consummate Initial Shares and the transactions contemplated by this Agreement Initial Warrants at the First Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingFirst Closing Date, of each of the following conditions (conditions, any or all of which may be waived by such Investor (as to itself only): (a) The representations and warranties made by the Seller Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the First Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingFirst Closing Date, except to the extent any such representations and warranties relate to an earlier date (representation or warranty expressly speaks as of a specific date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier specific date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements covenants herein required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementFirst Closing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Initial Securities and the consummation of the other transactions contemplated by the Transaction Documents to be consummated on or prior to the First Closing Date, Coinvest all of which shall be in full force and Purchaser effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have received confirmation from Nasdaq to consummate the effect that the Initial Shares and the Initial Warrant Shares have been approved for inclusion in the Nasdaq Global Market upon official notice of issuance. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the First Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and (i) of this Section 6.1. (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Clerk, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement is subject and the other Transaction Documents, the calling of the Stockholders Meeting (as defined below) and the issuance of the Initial Securities, certifying the current versions of the Restated Articles of Organization and Amended and Restated Bylaws of the Company and certifying as to the fulfillment, signatures and authority of persons signing the Transaction Documents and related documents on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each behalf of the Company. (h) The Investors shall have received an opinion from Choate, Coinvest Hall & Stewart LLP, the Company's counsel, dated as of the Fixxx Xxosxxx Datx, xx xorm and Purchaser, by the Purchaser, in whole or in part, substance reasonably acceptable to the extent permitted by applicable law):Investors and addressing such legal matters as the Investors may reasonably request. (i) the representations and warranties No stop order or suspension of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller trading shall have performed and complied been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingCommon Stock.

Conditions to Closing. (a) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the condition that no provision of any applicable United States or other law and no judgment, injunction, order, decree, action or interpretation of any Governmental Entity shall prohibit or restrain consummation of, or otherwise impose material limits on the ability of any party to this Agreement to consummate, the Exchange as contemplated by this Agreement. (b) The obligation of the Seller Investor to consummate the transactions contemplated by this Agreement Exchange is also subject to the fulfillment, on fulfillment (or waiver by the Investor) at or prior to the Closing, Closing of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) (A) the representations and warranties of the Company, Coinvest and Purchaser Company set forth in Article III of this Agreement shall be true and correct in all material respects at as though made on and as of the Closing, except to the extent such Closing Date (other than representations and warranties relate to an earlier date (in that by their terms speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date);) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date; and (ii) the Company, Coinvest and Purchaser Investor shall have performed and complied received a certificate signed on behalf of the Company by an executive officer of the Company certifying that the conditions set forth in all material respects with all obligations and agreements required Section 2.2(b)(i) have been satisfied. (c) The obligation of the Company to consummate the Exchange is also subject to the fulfillment (or waiver by this Agreement to be performed or complied with by it on the Company) at or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, Closing of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) (A) the representations and warranties of Seller the Investor set forth in Article IV of this Agreement shall be true and correct in all material respects at as though made on and as of the Closing, except to the extent such Closing Date (other than representations and warranties relate to an earlier date (in that by their terms speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date); ) and (iiB) Seller the Investor shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date; and (ivii) the closing Company shall have received a certificate signed on behalf of the transactions contemplated Investor by an authorized person of the Subscription Agreement shall Investor certifying that the conditions set forth in Section 2.2(c)(i) have occurred or shall occur concurrently with the Closingbeen satisfied.

Conditions to Closing. (a) The obligation of the Seller Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on satisfaction (or prior to the Closing, of each waiver by Buyer in its sole discretion) of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):further conditions (ia) the The representations and warranties of the Company, Coinvest and Purchaser Seller set forth in this Agreement shall be have been true and correct in all material respects at and as of the Closingdate hereof and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties relate refer specifically to an earlier date (date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date); (iib) the Company, Coinvest and Purchaser Seller shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iiic) there Buyer shall not have received a certificate dated the Closing Date signed on behalf of Seller by the President of Seller to the effect that the conditions set forth in Sections 2.7(i) and (ii); (d) There shall have been no material adverse change in the Assets; (e) No Action shall be in effect pending or threatened before any Order by a Governmental Entity court or other governmental entity or before any other person wherein an unfavorable order would (i) prevent consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; and, (ii) affect adversely the right of Buyer to own the Assets or (iii) restrain or prohibit Buyer’s ownership or operation (of all or any material portion of the Assets, or compel Buyer or any of its affiliates to dispose of or hold separate all or any material portion of the Assets or all or any material portion of the business and assets of Buyer, and no such Order shall be in effect; (ivf) the closing of No law shall have been enacted or shall be deemed applicable to the transactions contemplated by this Agreement or the Subscription Agreement Ancillary Agreements which has any of the effects set forth in clauses (i) through (iii) in Section 4.5; (g) Seller shall have occurred or obtained the Consent of each Person whose Consent is required under the Contracts set forth in Schedule 1.1(b) and shall occur concurrently have provided evidence of each such Consent in form and substance satisfactory to Buyer; (h) Buyer shall have received all Authorizations (including any Environmental Permits) that are necessary for it to conduct the Business substantially as conducted by the Seller Group on the Balance Sheet Date and the date of this Agreement; (i) Seller shall have delivered to Buyer all agreements and other documents required to be delivered by Seller to Buyer pursuant to Section 2.2 of this Agreement; (j) Buyer shall have completed and shall be fully satisfied in its sole discretion with the Closingresults of its review of, and its other due diligence investigations with respect to, the Business.

Conditions to Closing. (a) Each Party's Obligation. The respective obligation of each party hereto to effect the transactions contemplated hereby is subject to the satisfaction or waiver as of the Closing of the following conditions: (i) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Entity that prohibits the HQ Merger or any of the other material transactions contemplated by this Agreement, and no action, claim, proceeding or investigation shall be pending or threatened by any Governmental Entity (other than a court acting in response to an action, claim or proceeding brought by a non-Governmental Entity) that, if successful, would result in any of the foregoing effects. (ii) The waiting period under the HSR Act, if applicable to the transaction contemplated hereby, shall have expired or been terminated. (b) The Company's Obligations. The obligation of the Seller Company to consummate VANTAS to effect the transactions contemplated by this Agreement hereby is subject to the fulfillment, on satisfaction or prior to the Closing, Company's waiver as of each the Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest VANTAS and Purchaser set forth RSI made in this Agreement shall be true and correct in all material respects at as of the date hereof and as of the Closingtime of the Closing as though made as of such time, 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 on and as of such earlier date); (ii) the Company, Coinvest and Purchaser VANTAS and RSI shall have performed duly performed, complied with and complied satisfied in all material respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed or performed, complied with or satisfied by it on VANTAS or RSI, as applicable, by the time of the Closing except where the failure of such representations and warranties to be true and correct and/or the failure to perform, comply with and satisfy such covenants, agreements and conditions would not constitute a material impairment of the aggregate value of (i) the consideration to be paid under the UK Agreement and the Stock Purchase Agreement and (ii) the capital stock to be retained by the persons who are stockholders of the Company immediately prior to the HQ Merger after giving pro forma effect to the HQ Merger (such impairment being a "Company Transaction Value Impairment"). VANTAS and RSI shall have delivered to the Company a certificate dated the Closing Date and signed by an officer of each of VANTAS and RSI, as applicable, confirming the foregoing. (ii) All of the conditions to the obligations of CarrAmerica and all additional selling stockholder parties to close under the Stock Purchase Agreement dated as of the date hereof by and among certain of the stockholders of the Company and RSI (the "Stock Purchase Agreement"), shall have been satisfied or waived (other than the condition that the HQ Merger be consummated) and the transactions contemplated thereunder shall be scheduled to close immediately upon the Closing; and. (iii) there The Stockholders Agreement by and among Holdco, RSI, CarrAmerica and the other parties thereto, substantially in the form of Exhibit D hereto (the "Stockholders Agreement"), shall not be in effect any Order have been duly executed and delivered by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Holdco and RSI and deemed effective simultaneously with the transactions contemplated by this AgreementSecond Step Merger. (biv) The obligation Indemnification and Escrow Agreement, by and among certain stockholders of each Holdco, RSI and such escrow agent as shall be mutually agreed to by the parties (the "Indemnification Escrow Agent"), substantially in the form of Exhibit E hereto (the "Indemnification Escrow Agreement"), shall have been duly executed and delivered by such stockholders of Holdco, RSI and the Indemnification Escrow Agent and the shares required to be delivered by RSI pursuant thereto shall have been delivered to the Indemnification Escrow Agent pursuant thereto. (v) VANTAS shall have executed and delivered the CarrAmerica Intercompany Agreements, substantially in the form of Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively, hereto (collectively, the "Carr Intercompany Agreements"). (vi) xxe Registration Rights Agreement by and among Holdco and certain holders of the CompanyShares, Coinvest and Purchaser to consummate substantially in the transactions contemplated by this Agreement is subject to form of Exhibit G hereto (the fulfillment"Holdco Registration Rights Agreement"), on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to been executed at the Closing; (iiivii) there shall not be in effect any Order The Registration Rights Agreement by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing and among RSI and certain holders of the transactions contemplated by Shares, substantially in the Subscription Agreement form of Exhibit H hereto ( the "RSI Registration Rights Agreement"), shall have occurred or shall occur concurrently with been executed at the Closing. (viii) The Escrow Agreement, by and among CarrAmerica, RSI, VANTAS and such escrow agent as shall be mutually agreed to by the parties, as escrow agent (the "Cash Escrow Agent"), substantially in the form of Exhibit I hereto (the "Cash Escrow Agreement"), shall have been duly executed and delivered by RSI, VANTAS and the Cash Escrow Agent and the cash required to be delivered to the Cash Escrow Agent by RSI and/or VANTAS pursuant hereto and thereto shall have been delivered to the Cash Escrow Agent. (ix) All actions required to be taken by RSI and the HQ Surviving Corporation to implement the Second Step Merger shall have been taken. (x) Intentionally Omitted.

Conditions to Closing. (a) The Company’s obligation to complete the purchase and sale of the Seller Securities and deliver stock certificate(s) for the Shares and deliver the Warrants to consummate the transactions contemplated by this Agreement Purchaser is subject to the fulfillment, fulfillment to the Company’s satisfaction on or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Company: (i) The receipt by the Company of an executed copy of this Agreement by the Purchaser; (ii) The receipt by the Company of immediately available funds in the full amount of the purchase price for the Securities being purchased by the Purchaser as set forth in the Agreement (the “Purchase Price”), 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 $20,000,000 for the Securities being purchased in the Offering by the Purchaser and third party purchasers, who are not acting in concert with the Purchaser (together the “Investors”); (iv) The Purchaser’s performance, satisfaction, and compliance, in all material 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 Company, Coinvest and Purchaser set forth in this Agreement made pursuant to Section 4 shall be true and correct in all material respects at and as of the ClosingClosing Date, except to the extent such for representations and warranties relate to an earlier date (in that are expressly made as of a particular date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iiivi) there No statute, regulation, executive order, decree, ruling or injunction shall not have been enacted, entered, promulgated or endorsed by any court or governmental authority or competent jurisdiction and shall be in effect any Order by a Governmental Entity which prohibits the consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The Purchaser’s obligation of each to complete the purchase and sale of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement Securities is subject to the fulfillmentfulfillment of the Purchaser’s satisfaction, on or prior to the Closing, of each of all the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (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, at or prior to the Closing Date; (iii) The representations and warranties of Seller set forth in this Agreement the Company hereunder shall be true and correct in all material respects at and as of the ClosingClosing Date as though made at that time, except to the extent such for representations and warranties relate to an earlier date (in that speak as of a particular date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (iiiv) Seller shall have performed and complied in all material respects with all obligations and agreements required The delivery by this Agreement to be performed or complied with by it on or prior the Company to the ClosingPurchaser of an opinion, dated as of the Closing Date, from Cxxxxx Godward LLP, counsel to the Company, in the form attached as Appendix A hereto; (iiiv) there The receipt by the Company of at least $20,000,000 in immediately available funds for the Securities being purchased by all the Investors; (vi) The Company’s delivery (i) 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 (ii) copies of the Warrants to the Purchaser for inspection; and (vii) No statute, regulation, executive order, decree, ruling or injunction shall not have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be in effect any Order by a Governmental Entity which prohibits the consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation At or prior to Closing the Company shall have provided evidence to Predix, which evidence must be satisfactory to Predix in its sole discretion that: (i) Each of (i) that certain Voting Agreement, dated as of October 12, 1995 and as amended on October 31, 1997, by and among the Company and the Stockholders (as defined therein) (the "Voting Agreement"); and (ii) that certain Registration Rights Agreement dated as of October 31, 1997, and as amended on May 13, 1999 and May 16, 2000, by and among the Company and the Investors (as defined therein) (the "Registration Rights Agreement") shall have been duly terminated and of no further force and effect. (b) As promptly as practicable after the execution of the Seller to consummate Agreement, the Company shall use its commercially reasonable efforts to, in accordance with the Delaware General Corporation Law and the Company's Certificate of Incorporation and Bylaws, obtain the approval, by vote or written consent of the Company's stockholders (the "Stockholder Approval") for the filing with the Secretary of State of the State of Delaware of Physiome's Amended and Restated Certificate of Incorporation, in the form attached hereto; and (c) As of the Closing: (i) No temporary restraining order, preliminary or permanent injunction or other order (whether temporary, preliminary or permanent) issued by any court of competent jurisdiction, or other legal restraint or prohibition shall be in effect which prevents the consummation of the transactions contemplated by this Agreement is subject to the fulfillmentAgreement, on or prior to the Closing, of each nor shall any proceeding seeking any of the following conditions (any or all of which may foregoing be waived by the Seller in whole or in part to the extent permitted by applicable law):pending. (iii) the representations The representation and warranties of the Company, Coinvest and Purchaser set forth in each party to this Agreement contained herein shall be true and correct in all material respects at and as of the Closingrespects, except for those which are qualified as to the extent such representations and warranties relate to an earlier date (in materiality, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);respects. (iiiii) the Company, Coinvest and Purchaser All parties to this Agreement shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated such party by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) 6.1 Conditions to the Investors' Obligations. The ---------------------------------------- obligation of each Investor to purchase the Seller to consummate Shares and the transactions contemplated by this Agreement Warrants at the Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by such Investor (as to itself only): (a) The representations and warranties made by the Seller Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements covenants herein required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, Coinvest all of which shall be in full force and Purchaser effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have received oral confirmation from Nasdaq to consummate the effect that the issuance and sale of the Securities as contemplated hereby will not require stockholder approval pursuant to the requirements of Nasdaq Marketplace Rule 4350(i). (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and (i) of this Section 6.1. (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement is subject and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the fulfillment, signatures and authority of persons signing the Transaction Documents and related documents on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each behalf of the Company. (h) The Investors shall have received an opinion from Covington & Burling, Coinvest and Purchaserthe Company's counsel, by dated as of the PurchaserClosing Xxxx, in whole or in part, xx the xxxx xreviously agreed to with the extent permitted by applicable law):Investors. (i) the representations and warranties No stop order or suspension of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller trading shall have performed and complied been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingCommon Stock.

Conditions to Closing. (a) 6.1 Conditions to the Investor's Obligations. The obligation of the Seller Investor to consummate purchase the transactions contemplated by this Agreement Note at Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by the Seller Investor: (a) The representations and warranties made by the Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities, Coinvest and Purchaser to consummate the consummation of the other transactions contemplated by this Agreement is subject to the fulfillmentTransaction Documents, on or prior to the Closing, of each of the following conditions (any or all of which may shall be waived, as to each of the Company, Coinvest in full force and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):effect. (ic) the representations and warranties No judgment, writ, order, injunction, award or decree of Seller set forth in this Agreement shall be true and correct in all material respects at and as or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of the Closingor by any governmental authority, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed been issued, and complied in all material respects with all obligations and agreements required no action or proceeding shall have been instituted by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated by hereby or in the Subscription Agreement other Transaction Documents. (d) The Company shall have occurred or executed and delivered the Convertible Note and supporting documentation. (e) The Company shall occur concurrently with have executed and delivered the ClosingIrrevocable Transfer Agent Instructions.

Conditions to Closing. (a) The obligation obligations of the Seller Company and the Unit Holders to consummate the transactions contemplated by this Agreement is Transactions are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (conditions, any one or all more of which may be waived in writing by mutual consent of the Seller in whole or in part to Company and the extent permitted by applicable law):Unit Holders holding a majority of the Transferred Units: (i) 9.1. the representations and warranties of the Company, Coinvest Unit Holders contained in Section ‎7 of this Agreement and Purchaser set forth of the Company contained in Section ‎8 of this Agreement shall be true and correct in all material respects at (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects as so qualified) as of, and as if made on, the date of this Agreement and as of the Closing, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) 9.2. the Company, Coinvest and Purchaser Company shall have performed and complied in all material respects with all covenants, agreements, obligations and agreements required by conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller Unit Holder shall have performed and complied in all material respects with all covenants, agreements, obligations and agreements required by conditions contained in this Agreement that are required to be performed or complied with by it such Unit Holder, in each case on or prior to before the Closing; (iii) there 9.3. no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall not be in effect have been issued, and no action or proceeding shall have been instituted by any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions consummation of the Transactions contemplated by this Agreementhereby; and (iv) 9.4. the closing Company shall have filed the Charter with the Secretary of State of the transactions contemplated by State of Delaware, and the Subscription Agreement Charter shall have occurred or shall occur concurrently with remain in full force and effect as of the ClosingEffective Time.

Conditions to Closing. (a) The obligation of Purchaser to sell and of Issuer to acquire the Seller Shares at the Closing pursuant to consummate this Agreement shall be subject to there being no order of any court or administrative agency in effect which restrains or prohibits the transactions contemplated hereby, and no suit, action, investigation, inquiry or other legal or administrative proceeding having been instituted and remaining pending on the date of the Closing, or threatened on that date, which challenges the validity or legality of the transactions contemplated hereby and which (i) has a reasonable likelihood of success on the merits and (ii) if adversely determined, would render it unlawful, as of such date, to effect the transactions contemplated by this Agreement is substantially in accordance with its terms. (b) The obligations of Purchaser to purchase the Shares at the Closing pursuant to the terms of this Agreement shall be subject to the fulfillment, on performance by Issuer in all material respects of its covenants and obligations hereunder to be performed at or prior to the Closing, of each of the following conditions (any or Closing and to all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the Issuer's representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be hereunder being true and correct in all material respects at and as if made on and, except if some other date is specifically set forth therein, as of the date of the Closing, except . (c) The obligations of Issuer to sell the Shares at the Closing pursuant to the extent such terms of this Agreement shall be subject to the performance by Purchaser in all material respects of its covenants and obligations hereunder to be performed at or prior to the Closing and to all of Purchaser's representations and warranties relate to an earlier date (in which case such representations and warranties shall be hereunder being true and correct in all material respects as if made on and as of such earlier date); (ii) the Companyand, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement except if some other date is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller specifically set forth in this Agreement shall be true and correct in all material respects at and therein, as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation of Purchaser to effect the Seller to consummate the transactions contemplated by this Agreement Transfer Closing is subject to the fulfillment, on satisfaction or prior to the Closing, of each waiver of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) Seller shall have performed in all material respects all of its obligations under this Agreement required to be performed by it at or before the representations Transfer Closing; (ii) Each representation and warranties warranty of the Company, Coinvest and Purchaser set forth Seller contained in this Agreement shall be true and correct in all material respects at (except for the representations set forth in Section 2(b)(i), Section 2(b)(iii), Section 2(b)(v) and as of the ClosingSection 2(b)(vi), except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on respects) as of the time of the Transfer Closing, as if made at and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closingtime; and (iii) there No law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a government entity shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhereby. (b) The obligation of each of Seller to effect the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement Transfer Closing is subject to the fulfillment, on satisfaction or prior to the Closing, of each waiver of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) Purchaser shall have performed in all material respects all of its obligations under this Agreement required to be performed by it at or before the representations Transfer Closing; (ii) Each representation and warranties warranty of Seller set forth Purchaser contained in this Agreement shall be true and correct in all material respects at (except for the representations set forth in Section 2(a)(i), Section 2(a)(iii), Section 2(a)(iv), 2(a)(v) and as of the ClosingSection 2(a)(vi), except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on respects) as of the time of the Transfer Closing, as if made at and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing;time; and (iii) there No law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a government entity shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closinghereby.

Conditions to Closing. (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, obligations of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the representations DEP Parties and warranties of the CompanyPurchaser hereunder to issue and sell, Coinvest and Purchaser set forth in this Agreement to purchase, the Units on the closing date shall be true subject to no order having been entered and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be remaining in effect in any Order by a Governmental Entity action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that would prevent or make illegal the consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementherein. (b) The obligation of each obligations of the Company, Coinvest and Purchaser to consummate purchase the transactions contemplated by this Agreement is Units shall be subject to the fulfillment, on or prior to the Closing, of each accuracy of the following conditions (any or all of which may be waived, as to each representations and warranties on the part of the Company, Coinvest DEP Parties contained herein as of the Execution Time and Purchaser, by the Purchaser, in whole or in partClosing Date, to the extent permitted performance by applicable law):the DEP Parties of their obligations hereunder and to the following additional conditions: (i) All partnership and limited liability company proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Units and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to representatives of the Purchaser, and the Partnership shall have furnished to such representatives all documents and information that they may reasonably request to enable them to pass upon such matters. (ii) The NYSE shall have approved the Units for listing, subject only to official notice of issuance. (c) The obligations of the Partnership to sell the Units shall be subject to the accuracy of the representations and warranties on the part of Seller set forth in this Agreement shall be true and correct in all material respects at and the Purchaser contained herein as of the ClosingExecution Time and the Closing Date, except and to the extent such representations and warranties relate to an earlier date performance by the Purchaser of its obligations hereunder. (d) If any of the conditions specified in which case such representations and warranties this Section 5 shall be true and correct in all material respects on not have been fulfilled when and as provided in this Agreement, this Agreement and all obligations of such earlier datethe Purchaser hereunder may be canceled at, or at any time prior to, the Closing Date by (i) any of the DEP Parties or the Purchaser if pursuant to the conditions specified in Section 5(a); , (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior the Purchaser if pursuant to the Closing; conditions specified in Section 5(b) or (iii) there the Partnership if pursuant to the conditions specified in Section 5(c). Notice of such cancellation shall not be given to the other parties in effect any Order by a Governmental Entity writing according to the provisions of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) 6.1 Conditions to the Investor's Obligations. The obligation of the Seller Investor to consummate purchase the transactions contemplated by this Agreement Note at Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by the Seller Investor: (a) The representations and warranties made by the Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities, Coinvest and Purchaser to consummate the consummation of the other transactions contemplated by this Agreement is subject to the fulfillmentTransaction Documents, on or prior to the Closing, of each of the following conditions (any or all of which may shall be waived, as to each of the Company, Coinvest in full force and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):effect. (ic) the representations and warranties No judgment, writ, order, injunction, award or decree of Seller set forth in this Agreement shall be true and correct in all material respects at and as or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of the Closingor by any governmental authority, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed been issued, and complied in all material respects with all obligations and agreements required no action or proceeding shall have been instituted by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the Subscription Agreement shall have occurred public markets on which the Company's common stock is traded or shall occur concurrently quoted, the SEC or any other governmental or regulatory body with respect to public trading in the ClosingCommon Stock.

Conditions to Closing. (a) The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law: (i) No governmental entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the transactions contemplated in this which is in effect and which prevents or prohibits consummation of the transactions contemplated in this Agreement; provided, however, that the parties shall use their best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted. (b) The obligations of KMA International to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth KMA (Canada) contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. KMA International shall have received a certificate of the principal executive officer of KMA (Canada) to such effect. (ii) the Company, Coinvest and Purchaser KMA (Canada) shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. KMA International shall have received a certificate of the principal executive officer of KMA (Canada) to such effect. (iiic) there shall not be in The obligations of KMA (Canada) to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth KMA International contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. KMA (Canada) shall each have received a certificate of the principal executive officer of KMA International to such effect. (ii) Seller KMA International shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; . KMA (iiiCanada) there shall not be in effect any Order by have received a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing certificate of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingprincipal executive officer of KMA International to such effect.

Conditions to Closing. (a) 7.01 Conditions to the Parent’s and the Merger Sub’s Obligations. The obligation obligations of Ultimate Parent, the Seller Parent and the Merger Sub to consummate the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction (or, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Law, waiver by the Parent in writing) of the following conditions as of the Closing Date: (a) (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement The Fundamental Representations shall be true and correct in all material respects at and as of the Closing, except to Closing Date as though made at and as of the extent such Closing Date and (ii) the other representations and warranties relate to an earlier date of the Company contained in ARTICLE III of this Agreement (in which case such representations and warranties other than the Fundamental Representations) shall be true and correct (giving effect to the applicable exceptions set forth in all material respects on the Disclosure Schedules) at and as of such the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date); (ii) , except where the Company, Coinvest failure of such representations and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement warranties to be performed or complied with by it on or prior so true and correct (giving effect to the Closing; and (iiiapplicable exceptions set forth in the Disclosure Schedules) there shall does not be in effect any Order by constitute a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.Material Adverse Effect; (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement Company shall be true and correct have performed in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Closing; (iiic) there The applicable waiting periods, if any, under the HSR Act shall not be have expired or been terminated; (d) No Order shall have been entered by any Governmental Entity that remains in effect and would prevent the performance of this Agreement or the consummation of any Order by a Governmental Entity of competent jurisdiction restrainingthe transactions contemplated hereby, enjoining or otherwise prohibiting declare unlawful the transactions contemplated by this AgreementAgreement or cause such transactions to be rescinded; (e) The Company shall have delivered to the Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and (b) have been satisfied; and (ivii) the closing a duly executed certificate, dated as of the transactions contemplated Closing Date and signed by the Subscription Company, that satisfies the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) confirming that the Company Units are not “United States real property interests” as defined in Section 897 of the Code, and a notice addressed to the Internal Revenue Service, dated as of the Closing Date and signed by the Company, that satisfies the requirements of Treasury Regulation Section 1.897-2(h)(2), in each case in form and substance reasonably satisfactory to the Parent. (f) There shall not have been a Material Adverse Effect which has occurred since the date hereof and is continuing; (g) There shall not be pending any Action by a Governmental Entity that seeks to restrain, enjoin or otherwise prevent the consummation of the Merger (provided that, for the avoidance of doubt, for purposes of this Section 7.01(g) of this Agreement, the term Action shall be deemed to exclude any letter from the Federal Trade Commission Bureau of Competition in the form announced and disclosed by the Federal Trade Commission Bureau of Competition on August 3, 2021); and (h) The Escrow Agreement shall have occurred or been executed and delivered by the Representative. If the Closing occurs, all Closing conditions set forth in this Section 7.01 that have not been fully satisfied as of the Closing shall occur concurrently with be deemed to have been waived by the ClosingParent and the Merger Sub; provided, that the foregoing shall not limit any remedy in respect of Fraud.

Conditions to Closing. (a) The obligation of the Seller Purchaser to consummate enter into and complete the transactions contemplated by this Agreement is Closing are subject to the fulfillment, fulfillment on or prior to the Closing, of each Closing Date of the following conditions (conditions, any one or all more of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Purchaser: (ia) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement shall be true and correct in all material respects at (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing, Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such that representations and warranties relate to an earlier made as of a specific date (in which case such representations and warranties shall be true and correct in all material respects (except as aforesaid) on and as of such earlier date); (ii) ; the Company, Coinvest and Purchaser Company shall have performed and complied with in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by it the Company on or prior to the ClosingClosing Date; and (iii) there and the Company shall not be in effect any Order have delivered to the Purchaser a certificate, dated the date of the Closing Date and signed by a Governmental Entity an executive officer of competent jurisdiction restrainingthe Company, enjoining or otherwise prohibiting to the transactions contemplated by this Agreementforegoing effect. (b) The obligation No Action shall be pending or threatened by any Governmental Authority or any other party against the Company or any of each its directors or the Purchaser, which Action is reasonably likely to (i) restrain or prohibit the consummation of any of the Companytransactions contemplated by the Transaction Agreements, Coinvest or (ii) result in damages that alone or together with the costs and expenses of defending such Action are material in relation to the Company and its Subsidiaries, taken as a whole. (c) No Requirement of Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the transactions contemplated by the Transaction Agreements. (d) Since the date hereof, no event or development shall have occurred (or failed to occur) and there shall be no circumstance (and the Purchaser shall not have become aware of any previously existing circumstance) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (e) The consents listed on Schedule 7.1(e) of the Company Disclosure Letter shall have been obtained and delivered to Purchaser. (f) The parties shall have received all approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by this Agreement is subject the Transaction Agreements, which are either specified in Schedule 3.4 of the Company Disclosure Letter or otherwise required to the fulfillment, on or be obtained prior to the Closing, Closing by applicable Requirements of each Laws or which are necessary to prevent a Material Adverse Effect. (g) The Certificate of Incorporation shall have been amended to increase the authorized Common Stock from 98,500,000 shares to 250,000,000 shares. (h) A period of at least ten (10) days shall have elapsed since the mailing by the Company of the following conditions (any or all of which may be waived, as to each Company Stockholder Notice and the issuance by the Company of the Company, Coinvest and Purchaser, by the PurchaserNASDAQ Announcement, in whole or each case, in part, to the extent permitted by applicable law):accordance with Section 5.5. (i) the representations and warranties The shares of Seller set forth in this Agreement shall be true and correct in all material respects at and as Common Stock issuable upon conversion of the ClosingNote shall have been approved for listing on NASDAQ, except subject only to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as official notice of such earlier date);issuance. (iij) Seller The Company shall have performed entered into the Note, the Assignment Agreement, the Security Agreement, the Registration Rights Agreement and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Celecoxib License Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation of the Seller Purchaser to consummate the transactions contemplated by under this Agreement is subject to the fulfillment, on or prior to as of the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest and Purchaser Seller set forth in this Agreement that are qualified as to materiality shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement that are not so qualified shall be true and correct in all material respects at respects, in each case on the date of this Agreement and on the Closing Date as of though made on the ClosingClosing Date, except to the extent such representations and warranties relate to speak as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all covenants, obligations and agreements undertakings required by this Agreement to be performed or complied with by it on or prior to the ClosingClosing Date; (iii) there The applicable waiting period, including any extension thereof, under HSR shall not be in 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 any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; and (ivv) there shall not have occurred since the date hereof a material adverse change in the business, assets or condition (financial or otherwise) of Pictorial excluding any adverse effects arising out of or resulting from changes in the general economy or the reaction of employees, suppliers or customers to (i) Seller's entering into of this Agreement, (ii) the closing announcement thereof or (iii) the consummation of the transactions contemplated hereby. (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) The representations and warranties of Purchaser set forth in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of Purchaser set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on the date of this Agreement and on the Closing Date as though made on the Closing Date, except to the extent such representations and warranties speak as of an earlier date; (ii) Purchaser shall have performed and complied in all material respects with all covenants, obligations and undertakings required by this Agreement to be performed or complied with on or prior to the Closing Date; (iii) The applicable waiting period, including any extension thereof, under HSR shall have expired without action taken to prevent consummation of the transactions contemplated by the Subscription Agreement this Agreement; (iv) No judgment, order or decree shall have occurred or been rendered which has the effect of enjoining the consummation of the transactions contemplated by this Agreement; and (v) Purchaser shall occur concurrently with have executed and delivered to Seller the ClosingTransition Services Agreement.

Conditions to Closing. (a) The obligation obligations of the Seller each Party to consummate the transactions contemplated by this Agreement is hereby shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived in writing by the Seller Party entitled to the benefit thereof, in whole or in part part, to the extent permitted by the applicable law):: 3.3.1 No temporary restraining order, preliminary or permanent injunction or other order (iwhether temporary, preliminary or permanent) issued by any court of competent jurisdiction, or other legal restraint or prohibition shall be in effect which prevents the consummation of the transactions contemplated herein, nor shall any proceeding brought by any Governmental Body seeking any of the foregoing be pending, and there shall not be any action taken, or any law, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated herein illegal. 3.3.2 The representations and warranties of the CompanySeller, Coinvest Marathon and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties SBA contained herein shall be true and correct in all material respects on and as of such earlier date); the Closing Date, with the same force and effect as if made on and as of the Closing Date, except for those (i) representations and warranties that are qualified by materiality, which representations and warranties shall be true and correct in all respects and (ii) the Companyrepresentations and warranties which address matters only as of a particular date, Coinvest which representations and Purchaser warranties shall be true and correct on and as of such particular date. 3.3.3 Each Party shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement and the Collateral Agreements ancillary hereto (collectively, the “Transaction Documents”) to be performed or complied with by it on or prior to the Closing; andClosing Date, including for the avoidance of doubt, the payment of the First Cash Payment (as defined below). (iii) there 3.3.4 Each Party shall not be have received evidence, in effect form and substance reasonably satisfactory to it, that any Order and all approvals of Governmental Bodies and other Third Parties required to have been obtained by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser Party to consummate the transactions contemplated by this Agreement is subject to under the fulfillmentTransaction Documents, on or prior to the Closingif any, of have been obtained (each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier datea “Required Approval”); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) 2.01 Conditions to the Purchaser's and Parent's Obligations. The obligation obligations of the Seller Purchaser and Parent to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction (or prior to waiver by the Closing, of each Purchaser in writing) of the following conditions as of the Closing Date: (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): a) (i) The representations and warranties in Article III (other than the representations and warranties of in Section 3.04) and Article IIIA (other than the Company, Coinvest representations and Purchaser set forth warranties in this Agreement Section 3A.03) shall be true and correct in all material respects at and as of the date of this Agreement and the Closing, in each case as though then made and without giving effect to any qualifications as to materiality or Company Material Adverse Effect (or any correlative terms or qualifiers), except to the extent such for representations and warranties relate to an earlier that speak only as of a specific date (in or time, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier datedate and time without giving effect to any qualifications as to materiality or Company Material Adverse Effect (or any correlative terms or qualifiers); , and (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement Section 3.04 and Section 3A.03 shall be true and correct in all material respects at and as of the date of this Agreement and the Closing, in each case as though then made, except to the extent such for representations and warranties relate to an earlier that speak only as of a specific date (in or time, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date)date and time; (iib) Seller the Sellers and the Company shall have performed and complied in all material respects with all obligations the covenants and agreements required by this Agreement to be performed or complied with by it on them under this Agreement at or prior to the Closing; (iiic) the applicable waiting periods under the HSR Act shall have expired or been terminated; (d) there shall not have been a Company Material Adverse Effect since the date of this Agreement; (e) no Claim shall be in effect pending by or before any Order by a Governmental Entity Authority of competent jurisdiction restrainingwherein an unfavorable injunction, enjoining decision, ruling, judgment, decree or otherwise prohibiting order would prohibit the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this AgreementAgreement or cause such transactions to be rescinded following consummation; (f) the Escrow Agent and the Sellers Representative shall have each executed and delivered signatures to the Escrow Agreement to the Purchaser; (g) the Company shall have delivered to the Purchaser a certificate signed by an authorized officer of the Company in the form set forth on Exhibit A-1, dated as of the Closing Date, stating that the preconditions specified in subsections (a) and (b) above, solely as they relate to the Company, have been satisfied; (h) each Seller shall have delivered to Purchaser a certificate signed by such Seller (or, if an entity, an authorized officer of such Seller) in the form set forth on Exhibit A-2 dated as of the Closing Date, stating that the preconditions specified in subsections (a) and (b) above, solely as they relate to such Seller, have been satisfied; (i) the Company shall have delivered to the Purchaser a certificate, substantially in the form of Exhibit F attached hereto, duly completed pursuant to Section 1.1445-11T(d) of the Treasury Regulations, certifying that (i) fifty percent (50%) or more of the value of the gross assets of the Company does not consist of "United States real property interests" within the meaning of Section 897 of the Code or (ii) ninety percent (90%) or more of the value of the gross assets of the Company does not consist of "United States real property interests" within the meaning of Section 897 of the Code and "cash or cash equivalents" within the meaning of Treasury Regulations Section 1.1445-11T(d)(1); (j) the Company shall have delivered to the Purchaser, no later than five (5) Business Days prior to the Closing Date, (i) audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of December 31, 2015 and December 31, 2014, and (ii) audited statements of income, cash flows and changes in members' equity of the Company and its consolidated Subsidiaries for the years ended December 31, 2015 and December 31, 2014, in each case, reported on by BKD LLP (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, and present fairly in all material respects the consolidated financial condition and results of operations, in each case, of the applicable company and its Subsidiaries (taken as a whole) as of the dates and for the periods referred to therein; (k) the Company shall have delivered to the Purchaser, in form satisfying the requirements of PCAOB AU Section 722, Interim Financial Information (SAS 100), no later than five (5) Business Days prior to the Closing Date, (i) unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as of June 30, 2016, and (ii) unaudited consolidated statements of income, cash flows, and changes in members' equity for each of the six (6)-month periods ended June 30, 2016 and June 30, 2015, together with the related notes thereto; and (ivl) the closing Company shall have obtained and delivered to Purchaser (i) a written consent for the assignment of each of the Leased Real Property leases requiring such consent as a matter of law as a result of the change of control of the tenant thereunder in connection with the transactions contemplated that are the subject of this Agreement, and if requested by Purchaser's lender, if any, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Leased Real Property lease (the "Lease Consents") in form and substance reasonably satisfactory to Purchaser and Purchaser's lender, if any; (ii) an estoppel certificate with respect to each of the Leased Real Property leases, dated no more than thirty (30) days prior to the Closing Date, from the other party to such Leased Real Property lease, in form and substance reasonably satisfactory to Purchaser (the "Estoppel Certificates") and (iii) a non-disturbance agreement with respect to each of the Leased Real Property leases in form and substance satisfactory to Purchaser from each lender encumbering any real property underlying the Leased Real Property for such Leased Real Property lease (the "Non-Disturbance Agreements"). If the Closing occurs, all closing conditions set forth in this Section 2.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingPurchaser.

Conditions to Closing. (a) The obligation obligations of the Seller Company and each Standby Purchaser to consummate the transactions contemplated by this Agreement is hereunder in connection with the Standby Offering are subject to the fulfillment, on or prior to or on the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (ia) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser Rights Offering shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed been consummated, terminated or complied with by it on or prior to the Closingabandoned; and (iiib) there no judgment, injunction, decree, regulatory proceeding or other legal restraint shall not be in prohibit, or have the effect any Order by a Governmental Entity of competent jurisdiction restrainingrendering unachievable, enjoining the consummation of the Standby Offering or otherwise prohibiting the material transactions contemplated by this Agreement. (b) The obligation obligations of each of the Company, Coinvest and Standby Purchaser to consummate the transactions contemplated by this Agreement is hereunder in connection with the Standby Offering are subject to the fulfillment, on or prior to or on the ClosingClosing Date, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (ia) the representations and warranties of Seller set forth the Company in this Agreement Section 2 shall be true and correct in all material respects at as of the date hereof and as of the Closing, except Closing Date as if made as of such date and the Company shall have performed all of its obligations hereunder; and (b) there shall have been no material adverse change to the extent such financial condition, business, prospects, assets, properties, or operations of the Company since the date of this Agreement. (c) The obligations of the Company to consummate the transactions contemplated hereunder in connection with the Standby Offering are subject to the fulfillment, prior to or on the Closing Date, of the following condition: (a) the representations and warranties relate to an earlier date (of each Standby Purchaser in which case such representations and warranties Section 3 shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as if made as of such earlier date); (ii) Seller date and each Standby Purchaser shall have performed and complied in all material respects with all of its obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closinghereunder.

Conditions to Closing. (a) The obligation of each of the Seller Purchasers to purchase the Shares and consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, satisfaction (or waiver by such Purchaser) on or prior to the Closing, Closing of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement Section 5(a) that are qualified as to materiality shall be true and correct in all material respects at on and as of the date hereof and as of the Closing, with the same force and effect as though made on and as of such date, except to the extent such representations and warranties relate to an earlier date (that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest date hereof and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity as of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, with the same force and effect as though made on and as of each of the following conditions (any or all of which may be waivedsuch date, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, except to the extent permitted by applicable law): (i) the representations and warranties that any representation or warranty is made as of Seller set forth a specified date, in this Agreement which case such representation or warranty shall be true and correct in all material respects as of such specified date; (ii) The Company shall have performed or complied with, in all material respects, its covenants required to be performed or complied with under this Agreement through the Closing; (iii) No provision of any applicable law or regulation and no judgment, injunction, order, decree or other legal restraint shall have been enacted, adopted or issued that prohibits or threatens to prohibit the consummation of the Rights Offering or the transactions contemplated hereby; (iv) The Company shall have delivered to Purchasers all of the certificates, opinions, instruments and documents required to be delivered by the Company to the Purchasers pursuant to Section 3(b) hereof; (v) The Company shall have filed with the Secretary of State of the State of Nevada an amendment to the Articles of Incorporation to increase the Company’s authorized capital by fifteen million (15,000,000) shares of Common Stock; (vi) The Company shall have included in the Registration Statement by way of an amendment thereto (the “Amendment to Registration Statement”) (I) all shares of Common Stock purchased by the Purchasers pursuant to the Purchase Agreement and (II) all Shares purchased by the Purchasers pursuant to this Agreement, and the Amendment to Registration Statement shall have become effective. The Company shall have paid all expenses related to the Registration Statement, the Amendment to Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of any subscription and information agents, its counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws and listing fees; (vii) The Company shall have: (I) provided the Purchasers with a reasonable opportunity to review the Amendment to Registration Statement, and shall have duly considered in good faith any comments of the Purchasers and their respective counsel; (II) advised the Purchasers promptly of the time when the Amendment to Registration Statement became effective or any prospectus or prospectus supplement was filed and shall have furnished the Purchasers with copies thereof; and (III) advised the Purchasers promptly after it received notice of any comments or inquiries by the SEC (and furnished the Purchasers with copies of any correspondence related thereto), of the issuance by the SEC of any stop order or of any order preventing the use of the Registration Statement, of the initiation or threatening of any proceeding for any such purpose, or of any request by the SEC for the amending or supplementing of the Registration Statement or for additional information, and in each such case, shall have provided the Purchasers with a reasonable opportunity to review any such comments, inquiries, requests or other communications from the SEC and to review any amendment or supplement to the Registration Statement before any filing with the SEC, and shall have duly considered in good faith any comments consistent with this Agreement and any other reasonable comments of the Purchasers and their respective counsel and (IV) there shall be no stop order or any order preventing or suspending the use of the Registration Statement or suspending the qualification of any Shares for sale in any jurisdiction; (viii) Since the date of this Agreement, there shall not have occurred any changes or events that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; and (ix) The Company shall have amended the Rights Agreement to provide that (A) any Purchaser who by virtue of the transactions contemplated by this Agreement (including but not limited to the Rights Offering) would otherwise be deemed to be an “Acquiring Person” (as that term is defined in the Rights Agreement) shall instead be deemed to have the same status as a “Grandfathered Stockholder” under the Rights Agreement as such definition is amended in accordance with the immediately following subclause (B), and (B) the definition of “Grandfathered Stockholder” as currently set forth in the Rights Agreement shall be amended to eliminate the remainder of the definition after the phrase “(ii) and any Permitted Transferee…” by putting a period at the end of such phrase. (b) The obligation of the Company to issue and sell the Shares and consummate the transactions contemplated herein shall be subject to the satisfaction (or waiver by the Company) on or prior to the Closing of each of the following conditions: (i) The representations and warranties of the Purchasers contained in Section 6(a) that are qualified as to materiality shall be true and correct in all respects on and as of the date hereof and as of the Closing, with the same force and effect as though made on and as of such date, except to the extent such representations and warranties relate to an earlier date (that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of the date hereof as of the Closing, with the same force and effect as though made on and as of such earlier date), except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct in all material respects as of such specified date; (ii) Seller The Purchasers shall have performed and or complied with, in all material respects with all obligations and agreements respects, their covenants required by this Agreement to be performed or complied with by it on or prior to under this Agreement through the Closing;; provided, however, that if any such failure of this condition to be satisfied is satisfied by any other Purchaser purchasing the Shares as described in Section 2(b), then this condition shall be deemed satisfied; and (iii) there No provision of any applicable law or regulation and no judgment, injunction, order, decree or other legal restraint shall not be in effect any Order by a Governmental Entity have been enacted, adopted or issued that prohibits or threatens to prohibit the consummation of competent jurisdiction restraining, enjoining the Rights Offering or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closinghereby.

Conditions to Closing. ‌ (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, respective obligations of each of the Company and the Backstoppers to complete the transactions contemplated hereby are subject to the reasonable satisfaction of the following conditions (any prior to or all at the Effective Time, each of which is for the mutual benefit of the Company, on the one hand, and the Backstoppers, on the other hand, and may be waived by the Seller waived, in whole or in part part, jointly by the Company and the Backstoppers (provided that such conditions shall not be enforceable by the Company or the Backstoppers, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the extent permitted control of the Party seeking enforcement (or, in the case where the party seeking enforcement is one or more of the Backstoppers, an action, error or omission by applicable lawor within the control of the Backstopper seeking enforcement)): (i) the Information Circular as filed and distributed, and the Plan, as filed, distributed and approved, shall be acceptable to the Company and the Backstoppers; (ii) all conditions precedent to the Transaction and implementation of the Plan (including those set out in the Support Agreement) shall have been satisfied or waived in accordance with the terms of the Support Agreement and the Plan and the Company shall have provided Goodmans with a certificate certifying such conditions have been satisfied or waived as of the Implementation Date; (iii) there shall not be any actions, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of the Company or the Backstoppers, pending or threatened, by or before any Governmental Entity in Canada or the United States, in relation to the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares or the Share Offering, any of which is reasonably likely to be successful against the Company or the Issuer and which operates to prevent or restrict the lawful distribution of such shares (which prevention or restriction is continuing); and (iv) there shall not be any order issued by a Governmental Entity pursuant to applicable Laws, nor shall there be any change of applicable Law, in either case which operates to prevent or restrict the lawful distribution of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares (which prevention or restriction is continuing). (b) The obligations of the Backstoppers to complete the purchase of the Backstopped Shares are subject to satisfaction of the following conditions on or before the Implementation Date, each of which is for the benefit of the Backstoppers and may be waived, in whole or in part, by the Backstoppers (provided that such conditions shall not be enforceable by the Backstoppers if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Backstopper seeking enforcement): (i) the Backstoppers shall have completed their due diligence with respect to the Share Offering on or before the date that is seven Business Days prior to the Implementation Date and such due diligence shall be satisfactory to the Backstoppers in their sole discretion; (ii) all actions required to be taken by or on behalf of the Company and/or the Issuer, including the passing of all requisite resolutions of their directors and all requisite filings with, or approvals, orders, rulings and consents of, any Governmental Entity will have occurred on or prior to the Implementation Date, so as to validly authorize the Share Offering, the creation and issuance of the Offering Shares, the Accrued Interest Offering Shares, the Backstopped Shares, the Backstop Consideration Shares and the purchase of Backstopped Shares by the Backstoppers as contemplated by this Agreement; (iii) the Company shall have obtained all applicable material non- governmental third party consents; (iv) counsel to the Issuer shall have delivered to the Backstoppers one or more legal opinions satisfactory to Xxxxxxxx, acting reasonably, collectively confirming that, as of the Implementation Date, the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and Backstop Consideration Shares shall be: (a) duly authorized, validly issued and fully paid and non-assessable and, subject to receipt by the Issuer of an executed Rep Letter from each Backstopper and all information set forth in each such Rep Letter remaining true and correct as of the Implementation Date, the issuance thereof shall be in compliance with applicable Securities Laws and exempt from registration under the US Securities Act; and (b) freely tradable in Canada (provided that the Issuer is and has been a reporting issuer in a jurisdiction of Canada for four months preceding the trade, the trade is not a “control distribution” as defined in Canadian Securities Laws, no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade, no extraordinary commission or consideration is paid to a person or company in respect of the trade, and if the selling security holder is an insider or officer of the Issuer, the selling security holder has no reasonable grounds to believe that the Issuer is in default of Canadian Securities Laws). For greater certainty, the opinions of counsel may contain standard assumptions, including, without limitation, to assume the accuracy of statements made in the executed Rep Letters; (v) all terms and conditions of the Share Offering included in the Information Circular, the Plan and any other related document prepared by the Company or the Issuer for distribution or circulation shall have been acceptable to the Backstoppers and shall not have been changed in any material respect unless otherwise agreed to in writing by the Company and the Backstoppers in accordance with the terms of this Agreement; (vi) the Issuer (if it is not the Company) shall have entered into an agreement prior to the Election Deadline agreeing to be bound by the terms of this Agreement; (vii) the Company, the Issuer and the Subsidiaries shall have performed all of their material obligations under and in accordance with this Agreement and the Support Agreement (for greater certainty, material obligations include, without limitation, the obligations of the Company or the Issuer in Sections 3(h), 3(i), 3(j) and 3(k) hereof); (viii) the representations and warranties of each of the Company, Coinvest Company and Purchaser set forth its Subsidiaries contained in this Agreement and the Support Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Support Agreement and each of the Company and the Subsidiaries shall have provided Xxxxxxxx with a certificate signed by an officer of the Company or the Subsidiary, as applicable, certifying compliance with this Section 7(b)(viii) as of the Implementation Date;‌ (ix) no change of control payments shall be owing or payable to the Company’s officers or employees in connection with the Transaction; (iix) on the CompanyImplementation Date, Coinvest all of the reasonable fees and Purchaser expenses of the Advisors, for services rendered as counsel to the Backstoppers up to and including the Implementation Date, shall have performed been paid; provided that the Advisors shall have provided the Company with invoices for all such fees and complied in all material respects with all obligations and agreements required by this Agreement expenses incurred up to be performed or complied with by it on or the date that is five Business Days prior to the ClosingImplementation Date, and shall have also provided the Company with a reasonable estimate of all such fees and expenses to be incurred by the Advisors in the period from that date to the Implementation Date;‌ (xi) there shall not have occurred after the date hereof a Material Adverse Change; and (iiixii) there shall not be in exist, after giving effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting to the transactions contemplated by this Agreement. (b) The obligation of each of Transaction and the Company, Coinvest and Purchaser to consummate the other transactions contemplated by this Agreement is and the Support Agreement and assuming implementation of the Plan, any Material default or event of default under any Material Contract now in effect that will remain in effect following the Implementation Date (other than those defaults or events of default that are remedied, waived, stayed, extinguished or otherwise in any way rendered inoperative as part of the Proceedings). (c) The obligations of the Issuer to consummate the issuance of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and the Backstop Consideration Shares are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any on or all before the Implementation Date, which are for the benefit of which the Issuer and may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, by the Issuer (provided that such condition shall not be enforceable by the Issuer if any failure to satisfy such condition results from an action, error or omission by or within the extent permitted by applicable lawcontrol of the Issuer): (i) the representations representation and warranties of Seller set forth each of the Backstoppers (other than the Defaulting Backstoppers or the Objecting Backstoppers) contained in this Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed , and complied in all material respects with all obligations except as such representations and agreements required warranties may be affected by this Agreement to be performed the occurrence of events or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated and permitted by this Agreement; and (ivii) the closing each of the transactions contemplated by the Subscription Agreement Backstoppers shall have occurred performed all of its material obligations to be performed by such Backstopper under and in accordance with this Agreement and the Support Agreement. (d) Each of the Company and the Backstoppers agree that it will use commercially reasonable efforts to cause the conditions set forth in this Section 7 to be satisfied on or shall occur concurrently with before the ClosingImplementation Date to the extent that such conditions relate to acts to be performed or caused to be performed by such Party.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth YYireless1 contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate of the principal executive officer of YYireless1 to such effect. (ii) the Company, Coinvest and Purchaser YYireless1 shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate of the principal executive officer of YYireless1 to such effect. (iii) there Xxxxxxxx.xxx, Inc. shall not be execute and deliver to US WIRELESS the Investment Representation Statement in the form attached hereto as Exhibit D. (iv) Xxxxxxx X. Xxxxxx shall have entered into the Employment Agreement and option agreement pursuant to Sections 5.5 and 5.6, above. b. The obligations of YYireless1 to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. YYireless1 shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. YYireless1 shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there US WIRELESS shall not be in effect any Order by a Governmental Entity appoint Xxxxxxx X. Xxxxxx as Executive Vice President Broadband Technology of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andUS WIRELESS. (iv) US WIRELESS shall have entered into the closing Employment Agreement and option agreement with Xxxxxxx X. Xxxxxx pursuant to Sections 5.5 and 5.6, above. (v) US WIRELESS shall deliver to YYireless1 a certified copy of its shareholder list dated as of the transactions contemplated by closing, and a copy of its instruction letter to its transfer agent authorizing the Subscription Agreement issuance of the shares to be issued pursuant to this Agreement. (vi) US WIRELESS’s common stock shall be trading on the OTC Bulletin Board without extension on its symbol. (vii) US WIRELESS shall have occurred or completed its financing with NIR on terms acceptable to YYireless1 and shall occur concurrently with the Closinghave provided to YYireless1 copies of all documents relating thereto.

Conditions to Closing. (a) Conditions to Obligations of All Parties . The obligation obligations of the Seller each party to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) The waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and (ii) all Gaming Approvals shall have been obtained and remain in full force and effect. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered Governmental Order (whether temporary, preliminary or permanent) or Law that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement. Conditions to Obligations of Buyer . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) (i) The representations and warranties of the Company, Coinvest and Purchaser set forth Seller contained in this Agreement (other than the Fundamental Representations) shall be true and correct in all material respects on and as of the date hereof and at and as of the ClosingClosing 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), except where the failure to be so true and correct, individually or in the aggregate, has not and would not reasonably be expected to have a Material Adverse Effect; and (ii) the Fundamental Representations shall be true and correct in all respects on and as of the date hereof and at and as of the Closing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). (b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) All consents listed on Section 7.02(c) of the Disclosure Schedules shall have been obtained on terms and conditions reasonably satisfactory to Buyer. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any change, circumstance, effect, event or fact have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect. (e) As to each Company, Seller shall have duly executed and delivered to Buyer (or to an Affiliate of Buyer as Buyer may elect in its sole discretion) an assignment of the Membership Interests, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”). (f) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a), Section 7.02(b) and Section 7.02(d) have been satisfied. (g) Seller shall have duly executed and delivered to Buyer the Stockholders Agreement and the Transition Services Agreement. (h) Seller shall have delivered to Buyer a duly executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) dated as of the Closing Date and stating that Seller is not a foreign Person within the meaning of Section 1445 of the Code, and an Internal Revenue Service Form W-9 duly executed by Seller. (i) The Company Entities shall have received (and delivered to Buyer) at least three (3) Business Days prior to the Closing Date, payoff letters from the holders of all Indebtedness for borrowed money of the Company Entities or their Affiliates (the “Payoff Letters”), in form and substance reasonably satisfactory to Buyer, that reflect the amounts required in order to pay off in full (with respect to Indebtedness for borrowed money of the Company Entities) or pay down (with respect to Indebtedness for borrowed money of Affiliates of the Company Entities) such Indebtedness outstanding as of the Closing Date to the extent necessary, in each case, to extinguish (a) any further Liability of the Company Entities for such Indebtedness and (b) all Encumbrances with respect to the assets of the Company Entities theretofore associated with such Indebtedness. Conditions to Obligations of Seller . The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties relate to an earlier date (of Buyer contained in which case such representations and warranties this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such earlier date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date);, except for any such failure to be so true and correct that, individually or in the aggregate, would not reasonably be expected to prevent Buyer from consummating the transactions contemplated by this Agreement. (iib) the Company, Coinvest and Purchaser Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements conditions required by this Agreement to be performed or complied with by it on or prior to or on the Closing; andClosing Date. (iiic) there Seller shall not be in effect any Order have received a certificate from Buyer, dated the Closing Date and signed by a Governmental Entity duly authorized officer of competent jurisdiction restrainingBuyer, enjoining that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (d) As to each Company, Buyer (or otherwise prohibiting an Affiliate of Buyer as Buyer may elect in its sole discretion) shall have duly executed and delivered to Seller the transactions contemplated by this Assignment and Assumption Agreement. (be) Buyer shall have duly executed and delivered to Seller the Stockholders Agreement and the Transition Services Agreement. (f) The obligation of each of Issued Shares shall have been approved for listing on the CompanyNASDAQ, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, official notice of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingissuance.

Conditions to Closing. (a) Conditions to All Parties' Obligations. The obligation obligations of all the parties to this Agreement to effect the purchase and sale of the Seller Shares shall be subject to the fulfillment of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction or other order or restraint issued by any court of competent jurisdiction, no 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 sale of the Shares shall have been issued or adopted or be in effect. (ii) The parties shall have received all necessary contractual and regulatory consents to effect the transactions 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 sale of the Shares that, in the parties' respective judgment, makes it inadvisable to proceed with the sale of the Shares. (iv) The Company shall have executed and delivered the Registration Rights Agreement in the form of Exhibit F attached hereto. (b) Conditions to the Obligations of Company. The obligations of Company under this Agreement to consummate the transactions contemplated by this Agreement is sale of the Shares are subject to the fulfillment, on fulfillment at or prior to the Closing, of each Closing Date of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement herein shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);Closing Date. (ii) the Company, Coinvest and Purchaser shall have duly performed and complied in all material respects with all obligations the covenants, agreements and agreements conditions required by this Agreement to be performed by or complied with by it each of them, respectively, prior to or at the Closing Date. (iii) All corporate proceedings of the Company to be taken or required to be taken in connection with the transactions contemplated hereby have been taken on or prior to the Closing; andClosing Date and all documents incident thereto shall be reasonably satisfactory in form and substance to Company, and Company shall have received all such information and such counterpart originals or certified or other copies of such documents as Company may reasonably request. (iiic) there shall not be in Conditions to the Obligations of Purchaser. The obligations of Purchaser under this Agreement to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is hereby are subject to the fulfillment, on fulfillment at or prior to the Closing, of each Closing Date of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the The representations and warranties of Seller the Company and Company set forth in this Agreement herein shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);Closing Date. (ii) Seller The Company and Company shall have duly performed and complied in all material respects with all obligations the covenants, agreements and agreements conditions required by this Agreement to be performed by or complied with by it or him, respectively, prior to or on the Closing Date. (iii) All corporate proceedings of the Company to be taken or required to be taken in connection with the transactions contemplated hereby have been taken on or prior to the Closing; (iii) there Closing Date and all documents incident thereto shall not be reasonably satisfactory in effect any Order by a Governmental Entity form and substance to Purchaser and his counsel, and Purchaser and his counsel shall have received all such information and such counterpart originals or certified or other copies of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andsuch documents as Purchaser and his counsel may reasonably request. (iv) The Company shall have delivered, or cause to be delivered, to Purchaser a certificate or certificates representing the closing of Shares to be sold by Company hereunder in negotiable form. (v) On the Closing Date, Company shall pay, and shall hold Purchaser harmless from and against, all transfer, sales, stamp, registration, documentary or other similar taxes ("Transfer Taxes") payable in connection with the transactions contemplated by hereby and will prepare and file any tax returns and other filings relating thereto. Company and Purchaser shall be responsible for their own personal income tax gain based on the Subscription Agreement purchase price contemplated hereby. The Company shall have occurred or shall occur concurrently pay when due any and all other taxes which become payable, and all fees and charges, in connection with the Closingtransactions contemplated hereby.

Conditions to Closing. (a) The obligation obligations of the Buyer and Seller to consummate the transactions contemplated by this Agreement is Closing are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any or all of which may be waived by the Seller Buyer and Seller, together, in whole or in part to the extent permitted by applicable lawApplicable Law): (i) any applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (ii) there shall not be in force an injunction or order of any court of competent jurisdiction in the United States or any other Relevant Jurisdiction enjoining, prohibiting or rendering illegal the consummation of the Closing. (b) The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law): (A) The representations and warranties of Seller contained in Sections ‎3.01 (solely the Companyfirst sentence thereof), Coinvest ‎3.03, ‎3.06 and Purchaser set forth ‎3.08, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in this Agreement 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 Closingrepresentation and warranty set forth in ‎Section 3.09(a) shall be shall be true and correct in all respects as of the Closing Date, except to as if made at and as of such date and (C) the extent such other representations and warranties relate of Seller, 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 as of such date, except with respect to representations and warranties which speak as to an earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier date), except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company, Coinvest and Purchaser covenants of Seller to be performed prior to the Closing shall have been performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closingrespects; (iii) since the date hereof, there shall not have occurred or reasonably be in effect any Order by expected to occur a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andMaterial Adverse Effect; (iv) the closing of the transactions contemplated by the Subscription Agreement Restructuring shall have occurred or shall occur concurrently in accordance with the ClosingRestructuring Steps; and (v) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing clauses ‎(i), ‎(ii), ‎(iii) and ‎(iv).

Conditions to Closing. (a) 6.1 Conditions to Obligations of Purchaser to Effect the Closing. The obligation obligations of the Seller Purchaser to consummate effect the Closing and the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each of the following conditions (conditions, any or all of which may be waived waived, in writing, by the Seller in whole or in part to the extent permitted by applicable law):Purchaser: (ia) the The representations and warranties of the CompanySeller in Article III hereof shall be true and correct in all material respects, Coinvest except that any such representations and Purchaser set forth in this Agreement warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct in all material respects at and only as of the Closing, except to the extent such representations and warranties relate to an earlier date or period; (in which case such representations and warranties b) The Seller shall be true and correct have performed in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by it under this Agreement on or prior to the ClosingClosing Date; and (iiic) there The Consolidation shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhave become effective. (b) The obligation of each 6.2 Conditions to Obligations of the Company, Coinvest Seller to Effect the Closing. The obligations of the Seller to effect the Closing and Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaserin writing, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Seller: (ia) the The representations and warranties of Seller set forth the Purchaser in this Agreement Article IV hereof shall be true and correct in all material respects, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct in all material respects at and only as of the Closing, except to the extent such representations and warranties relate to an earlier date or period; (in which case such representations and warranties b) The Purchaser shall be true and correct have performed in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Closing;Closing Date. (iiic) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement The Consolidation shall have occurred or shall occur concurrently with the Closingbecome effective.

Conditions to Closing. (a) a. The Buyer's obligation of to purchase the Seller assets and to consummate close the transactions contemplated by this Agreement is hereby shall be subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (conditions, any or all of which may be waived by the Seller Buyer in whole or in part to part. i. Seller shall have made each of the extent permitted by applicable law):closing deliveries set forth in section 12 below. (i) the ii. All of Seller's representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at on and as of the ClosingClosing Date. iii. No suit, except to the extent such representations and warranties relate to an earlier date (action or similar proceeding shall be pending before any court or governmental agency in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Companyit is sought to restrain, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed prohibit, invalidate or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaserset aside, in whole or in part, any of the transactions contemplated hereby. iv. All of the covenants and obligations of the Seller required to be performed hereunder at or prior to the extent permitted Closing Date shall have been duly performed and complied with in all material respects. b. The Sellers' obligation to close the transactions contemplated hereby shall be subject to the satisfaction of the following conditions, any of which may be waived by applicable law):Seller in whole or in part. (i) i. Buyer shall have made each of the closing deliveries set forth in section 12 below. ii. All of Buyer's representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at on and as of the ClosingClosing Date. iii. No suit, except to the extent such representations and warranties relate to an earlier date (action or similar proceeding shall be pending before any court or governmental agency in which case such representations it is sought to restrain, prohibit, invalidate or set aside, in whole or in part, any of the transactions contemplated hereby. iv. nbps; All of the covenants and warranties shall be true and correct in all material respects on and as obligations of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements the Buyer required by this Agreement to be performed or complied with by it on hereunder at or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement Closing Date shall have occurred or shall occur concurrently been duly performed and complied with the Closingin all material respects.

Conditions to Closing. (a) The obligation of the Seller Mego to consummate the transactions contemplated by this Agreement is subject to the fulfillment, fulfillment and satisfaction of each and every one of the following conditions on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Mego: (i1) the The representations and warranties of the Company, Coinvest both Eastern and Purchaser set forth FareQuest contained in this Agreement shall be true and correct in all material respects as of the date when made and shall be deemed to be made again at and as of the Closing, except to the extent such representations Closing Date and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier date);time in all material respects. (ii2) the Company, Coinvest Eastern and Purchaser FareQuest shall have performed and complied complied, in all material respects respects, with all obligations agreements and agreements conditions required by this Agreement to be performed or and complied with by it on or prior to or on the Closing; andClosing Date. (iii3) there Eastern and FareQuest shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting have delivered the transactions contemplated by this AgreementFareQuest Assets. (4) Eastern shall have delivered documents evidencing the ARINC Warrants. (b) The obligation of each of the Company, Coinvest and Purchaser Eastern to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, fulfillment and satisfaction of each and every one of the following conditions on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Eastern: (i1) the The representations and warranties of Seller set forth Mego contained in this Agreement shall be true and correct in all material respects when made and shall be deemed to be made again at and as of the Closing, except to the extent such representations Closing Date and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier date);time in all material respects. (ii2) Seller Mego shall have performed and complied in all material respects with all obligations agreements and agreements conditions required by this Agreement to be performed or complied with by it on or Mego prior to or on the Closing;Closing Date. (iii3) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement Mego shall have occurred or shall occur concurrently with executed and delivered the Closingstock certificates evidencing the Mego Shares, the EAL Registration Rights Agreement and the Mego-FareQuest Warrants.

Conditions to Closing. (a) 6.1 Conditions to the Investor's Obligations. The obligation of the Seller Investor to consummate purchase the transactions contemplated by this Agreement Note at Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by the Seller Investor: (a) The representations and warranties made by the Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities, Coinvest and Purchaser to consummate the consummation of the other transactions contemplated by this Agreement is subject to the fulfillmentTransaction Documents, on or prior to the Closing, of each of the following conditions (any or all of which may shall be waived, as to each of the Company, Coinvest in full force and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):effect. (ic) the representations and warranties No judgment, writ, order, injunction, award or decree of Seller set forth in this Agreement shall be true and correct in all material respects at and as or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of the Closingor by any governmental authority, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed been issued, and complied in all material respects with all obligations and agreements required no action or proceeding shall have been instituted by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the Subscription Agreement shall have occurred public markets on which the Company's common stock is traded or shall occur concurrently quoted, the SEC or any other governmental or regulatory body with respect to public trading in the ClosingCommon Stock.

Conditions to Closing. (a) Section 6.01 Conditions to Parent’s and Merger Sub’s Obligations to Close. The obligation obligations of the Seller Parent and Merger Sub to consummate the transactions contemplated by this Agreement is Contemplated Transactions shall be subject to the fulfillmentfulfillment or written waiver by Parent, in its sole discretion, on or prior to the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (ia) All of the representations and warranties of the Company, Coinvest Company and Purchaser set forth the Company Shareholder contained in this Agreement shall be true and correct in all material respects at respects, other than Section 3.02 (Capitalization), which shall be true and correct in its entirety in all respects, and other than any representations or warranties qualified as of the Closingto materiality, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects respects, in each case when made and on and as of the Closing Date (with the same effect as though such earlier representations and warranties had been made on and as of the Closing Date), except for such representations and warranties which are made as of a specified date); (ii) the Company, Coinvest which shall be true and Purchaser shall have performed and complied correct in all respects or in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity respects, as applicable, as of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementsuch date. (b) Each of the Company Shareholder and the Company shall have performed and observed in all material respects all covenants and agreements required to be performed and observed by the Company Shareholder or the Company under this Agreement at or prior to the Closing Date. (c) There shall not have been any Material Adverse Effect. (d) No action, proceeding, claim or litigation shall have been commenced by or before any Governmental Authority against any Party seeking to restrain or materially and adversely alter the Contemplated Transactions. (e) The obligation Company shall have delivered to Parent the executed certificates, instruments and items required by Section 2.12(a). (f) There must not have been commenced by any Person any Proceeding asserting that such Person (a) is the holder or the beneficial owner of or has the right to acquire or to obtain beneficial ownership of, any of the Company Common Stock, or (b) is entitled to all or any portion of the Merger Consideration. (g) The Parent shall have obtained all third-party approvals from all Governmental Authorities deemed necessary by the Parent in its commercially reasonable judgment in order to consummate the Contemplated Transactions. (h) Parent shall have received binding commitments from third-party investors for a minimum of $700,000 in the Preferred Offering (i) Company shall have obtained a binding commitment from ACF Fxxxx I LP, a current lender to the Company, to provide additional funding. Section 6.02 Conditions to Company’s and Company Shareholder’s Obligations to Close. The obligations of the Company and the Company Shareholder to consummate the Contemplated Transactions, shall be subject to the fulfillment or written waiver by the Company Shareholder, in its sole discretion, (which determination shall be binding on each of the Company Shareholder and the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment), on or prior to the ClosingClosing Date, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (ia) All of the representations and warranties of Seller set forth the Parent and Merger Sub contained in this Agreement shall be true and correct in all material respects at respects, other than Section 4.03 (Parent and Merger Sub Capitalization), which shall be true and correct in its entirety in all respects, and other than any representations or warranties qualified as of the Closingto materiality, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects respects, in each case when made and on and as of the Closing Date (with the same effect as though such earlier representations and warranties had been made on and as of the Closing Date), except for such representations and warranties which are made as of a specified date);, which shall be true and correct in all respects or in all material respects, as applicable, as of such date. (iib) Seller The Parent and Merger Sub shall have performed and complied observed in all material respects with all obligations covenants and agreements required by this Agreement to be performed and observed by the Parent or complied with by it on Merger Sub under this Agreement at or prior to the Closing;Closing Date. (iiic) there No action, proceeding, claim or litigation shall not be in effect have been commenced by or before any Order by a Governmental Entity of competent jurisdiction restraining, enjoining Authority against any Party seeking to restrain or otherwise prohibiting materially and adversely alter the transactions contemplated by this Agreement; andContemplated Transactions. (ivd) The Parent shall have delivered to the closing of Company the transactions contemplated items required by Section 2.12(b) and shall have delivered to the Company the items required by Section 2.12(c). (e) The Company and the Company Shareholder shall have obtained all third-party approvals from all Governmental Authorities deemed necessary by the Subscription Agreement Company Shareholder in its commercially reasonable judgment in order to consummate the Contemplated Transactions. (f) Parent shall have occurred or received binding commitments from third-party investors for a minimum of $700,000 in the Preferred Offering (g) Company shall occur concurrently with have obtained a binding commitment from ACF Fxxxx I LP, a current lender to the ClosingCompany, to provide additional funding.

Conditions to Closing. (a) The Purchaser's obligation of the Seller to consummate the transactions contemplated by this Agreement is close shall be subject to the fulfillmentsatisfaction, on or prior to the in advance of Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):following: (i) All of the representations and warranties of the Company, Coinvest and Purchaser Seller set forth in this Agreement contract shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);the date of closing as though made at that time. (ii) the Company, Coinvest and Purchaser Seller shall have performed performed, satisfied and complied in all material respects with all obligations of the covenants, agreements, and agreements conditions required by this Agreement contract to be performed or complied with by it on or prior to before the date of Closing; and, including, without limitation, the completion of the construction of the Improvements in accordance with the Plans and the obtaining of a Certificate of Occupancy for the Improvements. (iii) there Seller shall not be in effect receivership or dissolution or have made any Order by assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature or have been adjudicated as bankrupt or have filed a Governmental Entity petition in voluntary bankruptcy or a petition or answer seeking reorganization under the Bankruptcy Act or any other similar law or statute of competent jurisdiction restrainingthe United States or any state, enjoining or otherwise prohibiting the transactions contemplated by this Agreementand no such petition shall have been filed against it. (b) The Seller's obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is close shall be subject to the fulfillmentsatisfaction, on or prior to the in advance of Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):following: (i) All of the representations and warranties of Seller Purchaser set forth in this Agreement contract shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);the date of closing as though made at that time. (ii) Seller Purchaser shall have performed performed, satisfied and complied in all material respects with all obligations of the covenants, agreements, and agreements conditions required by this Agreement contract to be performed or complied with by it on or prior to before the date of Closing;. (iii) there Purchaser shall not be in effect receivership or dissolution or have made any Order by assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature or have been adjudicated as bankrupt or have filed a Governmental Entity petition in voluntary bankruptcy or a petition or answer seeking reorganization under the Bankruptcy Act or any other similar law or statute of competent jurisdiction restrainingthe United States or any state, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andand no such petition shall have been filed against it. (iv) Purchaser will negotiate an agreement with Seller with terms satisfactory to Purchaser regarding the closing leasing of a building currently under construction adjacent to the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingLand which will be used as sales and administration offices.

Conditions to Closing. a. The obligation of each party 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 conditions: (ai) The Nasdaq Approval shall have been obtained by the Company; (ii) The Shares shall have been approved for listing on Nasdaq, subject to official notice of issuance; (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and precludes consummation of the transactions contemplated 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 or the transactions contemplated hereby; and (iv) The Supplemental Indenture shall have been executed by the Trustee and shall be in full force and effect. b. The obligation of the Seller Noteholders to consummate effect the transactions contemplated by this Agreement Exchange Transaction, and to execute and deliver (or cause to be executed and delivered) documents, at the Closing is subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement Section 4.d.(i) hereof shall be true and correct in all material respects at and (other than in respect of de minimis inaccuracies) as of the Closingdate of this Agreement, except to and the extent such representations and warranties relate to an earlier date (of the Company contained in which case such representations and warranties Section 4.d.(ii) hereof shall be true and correct in all material respects on and as of the date of this Agreement and the date of Closing, with the same force and effect as though made on and as of such earlier date); (ii) the Companyrepresentations and warranties of the Company contained in Section 4 hereof (other than those contained in Section 4.d.(i) and Section 4.d.(ii) hereof) shall be true and correct in all respects on and as of the date hereof and the date of Closing, Coinvest with the same force and Purchaser effect as though made on and as of such date, except (A) to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and (B) for such failures to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in any individual representation or warranty) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; (iii) 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 E; (iv) the Company shall have delivered and paid 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.; (v) the Company shall have performed and or complied with, in all material respects with all obligations and agreements respects, its covenants required by this Agreement to be performed or complied with by it on as of the Closing under this Agreement, except for the covenants set forth in Section 2.a. and Section 5.e. (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; (vi) no Material Adverse Effect shall have occurred since the date of this Agreement; provide that, for purposes of this Section 6.b.(vi), none of the following or the effects thereof shall constitute or shall be taken into account in determining whether there has occurred a Material Adverse Effect: (A) changes in general regulatory, political, business or economic conditions that, in each case, generally affect the oil and gas industry (including, without limitation, changes in oil and gas prices); (B) any change in the United States or foreign economies or securities or financial markets in general; (C) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any acts of terrorism; (D) any change in accounting requirements or principles imposed upon the Company or its businesses by any change in GAAP or any change in applicable laws, or the interpretation thereof; (E) any effect resulting from the announcement of this Agreement; (F) actions taken by any Noteholder or any of their respective Affiliates; (G) any action taken by the Company or any of its Affiliates at the express request or direction of any Noteholder; or (H) any failure by the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period; except, in the cases of clauses (A), (B), (C), and (D) above, to the extent the items described in such clauses affect the Company in a materially disproportionate manner as compared with other Persons engaged in the oil and gas industry in the same geographic areas in which the Company’s primary oil and gas assets are located, in which case such occurrences may be deemed to constitute, and shall be taken into account in determining, whether a Material Adverse Effect has occurred; and (iiivii) there no material Default and no Event of Default that, in either case, has not been cured (with the effect of any such cure being that neither any material Default nor an Event of Default exists after giving effect to any such cure and the agent and lenders under the Credit Facility no longer have, at such time, the right to exercise any remedies under the Credit Facility conditioned upon the occurrence and existence of a Default or Event of Default with respect to such Default or Event of Default) or waived (with the effect of any such waiver being that the agent and lenders under the Credit Facility, after giving effect to any such waiver, no longer have the right to exercise any remedies conditioned upon the occurrence and existence of a Default or Event of Default with respect to such Default or Event of Default) by the agent or lenders (as required by the Credit Facility), under the Credit Facility shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementexist. (b) c. The obligation of each of the CompanyCompany to effect the Exchange Transaction, Coinvest and Purchaser to consummate execute and deliver documents, at the transactions contemplated by this Agreement Closing is subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):additional conditions: (i) the representations and warranties of Seller set forth each Noteholder contained in this Agreement Section 3.a. hereof shall be true and correct in all respects, and all other representations and warranties of each Noteholder contained in Section 3 hereof shall be true and correct in all material respects at respects, on and as of the date hereof and the date of Closing, except to with the extent such representations same force and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects effect as though made on and as of such earlier date); (ii) Seller each Noteholder shall have delivered to the Company, in accordance with Section 2.b. hereof, each of the items required to be delivered by such Noteholder pursuant to Section 2.b.; (iii) the Noteholder shall have delivered a certificate signed on behalf of each Noteholder by an authorized officer thereof in the form attached hereto as Exhibit F; and (iv) each Noteholder shall have performed and or complied with, in all material respects with all obligations and agreements respects, its covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity as of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by Closing under this Agreement; and (iv) , except for the closing of the transactions contemplated by the Subscription Agreement covenants set forth in Section 2.b. hereof which each Noteholder shall have occurred or shall occur concurrently performed and complied with the Closingin all respects.

Conditions to Closing. (a) The obligation of Buyer to purchase the Seller Shares pursuant to consummate the transactions contemplated by this Agreement Paragraph 1 hereof is subject to the fulfillment, on satisfaction (or prior to the Closing, waiver by Buyer in writing) of each of the following conditions (any or all of which may be waived by precedent at the Seller in whole or in part to the extent permitted by applicable law):Closing: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth Seller made in this Agreement shall be true and correct in all material respects respects, as of the date hereof, and at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and Closing as of such earlier date);though then made. (ii) the Company, Coinvest and Purchaser Seller shall have performed and or complied in all material respects with all obligations of the covenants and agreements required by this Agreement to be performed or complied with by it on Seller under this Agreement at or prior to the Closing; and. (iii) there Seller has obtained all consents, approvals, orders, authorizations of, and registrations and filings with, any Federal, state, local or foreign government or any court of component jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") or NASD, that are required to be obtained or made by Seller, in connection with the execution, delivery or performance of this Agreement by Seller or the consummation by Seller of any of the transactions contemplated hereby. (iv) no action or proceeding by or before any Governmental Entity, or any other person shall not be pending or threatened challenging or seeking to restrain or prohibit the purchase and sale of any of the Shares or any of the other transactions contemplated by this Agreement or seeking to obtain damages from Buyer (or any of its affiliates) in effect connection with the purchase and sale of the Shares or any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the other transactions contemplated by this Agreement. (v) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary injunction, permanent injunction or other order, enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Shares shall be in effect. (vi) Subsequent to March 31, 1998, there shall not have been any development which, with respect to Seller constitutes a material adverse effect upon the business, affairs, assets, operations, properties, financial position, or results of operations of Seller. (vii) Seller shall have delivered to Buyer: (A) a certificate dated the date of the Closing (the "Closing Date") stating that the conditions set forth in Paragraph 6(a)(i) through (vi) have been satisfied; (B) a certified resolution of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement and the issuance of the Shares in accordance herewith, and appointing the Buyer's initial nominees to the Board of Directors in accordance with Paragraph 7 hereof, together with certified copies of Seller's certificate of incorporation and bylaws. (C) an opinion from Seller's legal counsel dated the Closing Date, as to the matters set forth in Paragraph 3(a)(i), (iii) through (vi), (vii) (other than as to the matters set forth in clause (z) of Paragraph 3(a)(vii)) and (ix). (D) payment in full of the Legal Expenses; and (E) the delivery of such additional certificates and documents as Buyer may reasonably request. (b) The obligation of each of Seller to sell the Company, Coinvest and Purchaser Shares pursuant to consummate the transactions contemplated by this Agreement Paragraph 1 hereof is subject to the fulfillment, on satisfaction (or prior to the Closing, waiver by Seller in writing) of each of the following conditions (any or all of which may be waived, as to each of precedent at the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Closing: (i) the representations and warranties of Seller set forth Buyer made in this Agreement shall be true and correct in all material respects respects, as of the date hereof, and at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and Closing as of such earlier date);though then made. (ii) Seller Buyer shall have performed and or complied in all material respects with all obligations of the covenants and agreements required by this Agreement to be performed or complied with by it on Buyer under this Agreement at or prior to the Closing;. (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement Buyer shall have occurred or shall occur concurrently with delivered to Seller a certificate dated the ClosingClosing Date stating that the conditions set forth in Paragraph 6(b)(i) - (ii) have been satisfied.

Conditions to Closing. (a) 8.1 Conditions Precedent to Obligations of Parent and Merger Sub. The obligation obligations of the Seller Parent and Merger Sub to consummate the transactions contemplated by this Agreement is Merger are subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller Parent in whole or in part to the extent permitted by applicable lawpart): (a) (i) each of the Specified Representations of the Company set forth in this Agreement that are qualified by materiality shall be true and correct, (ii) each of the Specified Representations of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects, and (iii) each of the other representations and warranties of the Company, Coinvest and Purchaser Company set forth in this Agreement shall be true and correct in all material respects at (without regard to materiality, Material Adverse Effect or similar phrases in the representations and warranties), in each case of clauses (i), (ii) and (iii) as of the Closing, Closing as though then made (except to the extent such for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date)), and except, in the case of clause (iii), where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect; and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect; (iib) the Company, Coinvest and Purchaser Company shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the ClosingClosing (other than Section 7.11, the breach of which will not, in and of itself, give rise to a failure of this condition to be satisfied), and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect; (c) no Law or Order shall have been enacted, issued, adopted, entered, promulgated or enforced, as applicable, and no Legal Proceeding shall be pending, that seeks damages from the Company or any of its directors or officers in respect of the Merger or events giving rise thereto or would (i) prevent the consummation of any of the Transactions or the performance of this Agreement, or the other documents contemplated hereby, on the terms contemplated hereby and thereby, (ii) declare unlawful the Transactions or result in any of the Transactions being rescinded following consummation, or (iii) materially delay the consummation of the Transactions for more than sixty (60) days; (d) the waiting period or regulatory approval applicable to the Transactions under the HSR Act and the other applicable Competition Laws set forth on Schedule 8.1(d) shall have expired (or early termination shall have been granted) or been received; (e) the Company shall have delivered to Parent a certificate, duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations, certifying that the shares of capital stock of the Company are not United States real property interests within the meaning of Section 897(c) of the Code; (f) the Written Consent shall have been executed and received by Parent; (g) the Escrow Agent and the Representative shall have each executed and delivered signatures to the Adjustment Escrow Agreement to Parent; and (iiih) since the date hereof, there shall not be in effect have been any Order by event, change, occurrence or circumstance that has had a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementMaterial Adverse Effect. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation obligations of the Seller Seller, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions: (i) there shall not be in effect any preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or any other agreement or document contemplated hereby; and (ii) any filings required to be made under the HSR Act shall have been made, and all applicable waiting periods thereunder with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (b) Seller's obligations to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived in writing by the Seller in whole or in part to the extent permitted by applicable lawSeller): (i) the The representations and warranties of the Company, Coinvest and Purchaser Buyer set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein (other than the representations and warranties contained in all material respects at Section 2.1)) as of the date of this Agreement and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except where the failure of such representations and warranties (other than the representations and warranties contained in Section 2.1) to be so true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect; (ii) the Company, Coinvest and Purchaser Buyer shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing; and, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement or any other agreement or document contemplated hereby provided, however, that nothing in this subparagraph shall affect Seller’s rights under Section 4.2 in the event of a default thereunder; (iii) there shall not be in effect any Order by a Governmental Entity the YUM! Brands, Inc. Board of competent jurisdiction restrainingDirectors, enjoining or otherwise prohibiting and PHI will have approved the transactions contemplated by this Agreement; (iv) the Seller will have received a copy of resolutions adopted at a meeting or unanimous written consent evidencing the action by the Buyer's Board of Directors approving the purchase of the Assets under this Agreement, which resolutions shall be certified by an authorized officer; (A) the Buyer will deliver to Seller a statement, signed by the Buyer's Chief Financial Officer, certifying that the aggregate amount of the stockholders’ equity shown on Buyer’s pro forma balance sheet (which shall be prepared as of September 23, 2008 and shall give effect to the transactions contemplated by this Agreement (excluding any gain or loss associated with this transaction) and any net financing needed by Buyer to pay the Total Transaction Costs) and will constitute at least 20% of the total of such equity plus all funded indebtedness, in each case, on the same pro forma basis, and (B) Seller shall otherwise be reasonably satisfied in all respects with the capital structure of the Buyer; and (vi) the Buyer shall deliver to Seller and PHI, and the Seller and PHI shall have received from the Buyer and its Affiliates, as the Seller and PHI deem reasonably necessary, all Franchise Disclosure Document receipts, including those relating to any Addenda or Amendments. (bc) The Buyer's obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived in writing by the Purchaser, in whole or in part, to the extent permitted by applicable lawBuyer): (i) the The representations and warranties of Seller set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein (other than the representations and warranties contained in all material respects at Section 2.1)) as of the date of this Agreement and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except where the failure of such representations and warranties (other than the representations and warranties contained in Section 2.1) to be so true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect; (ii) Seller shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing;, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or any other agreement or document contemplated hereby; provided, however, that nothing in this subparagraph shall affect Buyer’s rights under Section 4.2 in the event of a default thereunder; and (iii) there shall not be in effect any Order the Buyer will have received a copy of a resolution of Seller’s Board of Directors approving the sale of the Assets certified by a Governmental Entity an authorized officer of competent jurisdiction restrainingthe Seller. Notwithstanding the foregoing, enjoining or otherwise prohibiting however, Bxxxx’s obligation to consummate the transactions transaction contemplated by this Agreement; and (iv) Agreement is conditioned upon its ability to obtain the closing necessary financing upon terms that are acceptable to Buyer that does not result in the repricing of the transactions contemplated any of Buyer’s existing debt while preserving adequate liquidity as determined by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingBuyer in its sole discretion.

Conditions to Closing. (a) The obligation obligations of the Buyer and Seller to consummate the transactions contemplated by this Agreement is Closing are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any or all of which may be waived by the Seller Buyer and Seller, together, in whole or in part to the extent permitted by applicable lawApplicable Law): (i) any applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (ii) there shall not be in force an injunction or order of any court of competent jurisdiction in the United States enjoining, prohibiting or rendering illegal the consummation of the Closing. (b) The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law): (i) (A) the Seller Fundamental Warranties contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, 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 of the Companywhich speak as to an earlier date, Coinvest which representations and Purchaser set forth in this Agreement warranties shall be true and correct in all material respects at and as of such date, and (B) the Closingrepresentations and warranties of Seller, other than the Seller 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 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 aggregate, have a Material Adverse Effect; (ii) the covenants of Seller to be performed prior to the Closing shall have been performed in all material respects (or any non-performance shall have been cured to the extent such representations necessary to satisfy this condition); (iii) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing clauses ‎(i) and warranties relate ‎(ii); and (iv) Since the date of this Agreement, there shall not have occurred any event that, individually or in the aggregate with all other effects since the date of this Agreement, has had or would reasonably be expected to an earlier date have, individually or in the aggregate, a Material Adverse Effect. (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 which case such representations and warranties whole or in part to the extent permitted by Applicable Law): (A) the Buyer Fundamental Warranties contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects on as of the Closing Date, as if made at and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects except with all obligations and agreements required by this Agreement respect to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement 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, and (B) the Closing, except to the extent such representations and warranties relate of Buyer, other than Buyer Fundamental Warranties, contained in this Agreement shall, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, 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 (in date, which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier 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) Seller the covenants of Buyer to be performed prior to the Closing shall have been performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed (or complied with by it on or prior any non-performance shall have been cured to the Closing;extent necessary to satisfy this condition); and (iii) there Seller shall not have received a certificate signed by an executive officer of Buyer to the effect of the foregoing clauses ‎(i) and ‎(ii). (d) All conditions to the Closing shall be deemed to have been satisfied or waived from and after the consummation of the Closing. Neither Seller nor Buyer may rely on the failure of any condition set forth in effect any Order this ‎Article 8 to be satisfied if such failure was caused by a Governmental Entity the failure of competent jurisdiction restrainingSeller, enjoining on the one hand, or otherwise prohibiting Buyer, on the transactions contemplated by other hand, respectively, to comply with its obligations under this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The respective obligations of each party to effect the contribution of the Contributed Assets and the issuance of the Shares (together, the "Transactions") shall be subject to the satisfaction at or prior to the Closing of the following conditions: (i) the Merger Closing shall have occurred; (ii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States federal or state court or United States federal or state Governmental Entity that prohibits, restrains, enjoins or restricts the consummation of the Transactions; (iii) the transactions contemplated by the Assignment and Assumption Agreement and Release, substantially in the form of Exhibit F hereto (the "Assignment Agreement"), shall have been consummated, provided that the Company shall not be permitted to not close under this Section 6(a)(iii) if such transactions were not consummated due to a breach by it under the Assignment Agreement; (iv) any governmental or regulatory notices, approvals or other requirements necessary to consummate the Transactions shall have been given, obtained or complied with, as applicable; (v) the other party shall have executed and delivered each of the Transfer Documents and Registration Rights Agreement; and (vi) the waiting periods (and any extension thereof) applicable to the Transactions under the HSR Act shall have expired or been terminated. (b) The obligation of the Seller Company to consummate effect the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth NBAMV contained in this Agreement shall be true and correct in (except to the extent that the aggregate of all material respects breaches thereof would not reasonably be expected to have a Material Adverse Effect on the Contributed Assets) at and as of the Closing, Closing with the same effect as if made at and as of the Closing (except to the extent such representations and warranties specifically relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and in any event, subject to the foregoing Material Adverse Effect qualification) and, at the Closing, NBAMV shall have delivered to the Company a certificate to that effect, executed by an authorized person of NBAMV; and (ii) each of the covenants and obligations of NBAMV to be performed at or before the Closing pursuant to the terms of this Agreement shall have been duly performed (except to the extent the aggregate of all breaches thereof would not reasonably be expected to have a Material Adverse Effect on the Contributed Assets) at or before the Closing and, at the Closing, NBAMV shall have delivered to the Company a certificate to that effect, executed by an authorized person of NBAMV. (c) The obligations of NBAMV to effect the Transactions are subject to the satisfaction at or prior to the Closing of the following conditions: (i) NBAMV shall have received the requisite consent of its members to the consummation of the transactions contemplated by this Agreement; (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth the Company contained in this Agreement shall be true and correct (except to the extent that the aggregate of all breaches thereof would not reasonably be expected, individually or in all material respects the aggregate, to have a Material Adverse Effect on the Company or the Subsidiaries) at and as of the Closing, Closing with the same effect as if made at and as of the Closing (except to the extent such representations and warranties specifically relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii, and in any event, subject to the foregoing Material Adverse Effect qualification) Seller and, at the Closing, the Company shall have performed and complied in all material respects with all obligations and agreements required delivered to NBAMV a certificate to that effect, executed by this Agreement to be performed or complied with by it on or prior to a duly authorized executive officer of the ClosingCompany; (iii) there each of the covenants and obligations of the Company to be performed at or before the Closing pursuant to the terms of this Agreement shall have been duly performed (except to the extent the aggregate of all breaches thereof would not reasonably be in effect any Order expected to have a Material Adverse Effect on the Company) at or before the Closing and, at the Closing, the Company shall have delivered to NBAMV a certificate to that effect, executed by a Governmental Entity duly authorized executive officer of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andCompany; (iv) since the closing date hereof, there shall have been no events, changes or effects, individually or in the aggregate, with respect to the Company or the Subsidiaries that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or the Subsidiaries; (v) nothing shall have occurred that would result in Intel, NBAMV and the stockholders of Excalibur (determined immediately prior to the consummation of the transactions contemplated by the Subscription Merger Agreement), in the aggregate, not owning "control" (as defined in Section 368(c) of the Code) of the Company immediately following the consummation of the transactions contemplated by the Merger Agreement and the Contribution Agreement; (vi) the Company shall have delivered a certificate, executed by a duly authorized executive officer of the Company, stating as of the Closing (A) the number of Shares of issued and outstanding Common Equity, which certificate shall specifically state the number of issued and outstanding shares of Class A Common Stock and Class B Common Stock, and the number of shares of Class A Common Stock issuable upon exercise of the Assumed Options and upon conversation of the Preferred Stock, and (B) whether any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares has occurred since the date hereof; (vii) NBAMV shall be reasonably satisfied that (A) all of the conditions to the Merger Closing have been satisfied or shall occur concurrently with waived and, at the Closing., the Company shall have provided to NBAMV a certificate to that effect, executed by a duly authorized executive officer of the Company and (B) the waiver of any such condition has not resulted in the transactions contemplated by the Merger Agreement being materially modified; and (viii) the Certificate of Incorporation and Bylaws of the Company shall be in the form attached hereto as Exhibit D.

Conditions to Closing. (a) The obligation of each Investor to close the Seller transactions contemplated hereunder is subject to consummate 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 subject reasonably likely to materially adversely affect the fulfillmentbusiness of the Company 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 the Company on or prior to the ClosingClosing Date shall have been duly complied with and performed in all material respects, of each of or the following conditions (any Investor shall have waived such compliance or performance, and all of which may documents to be waived delivered or actions to be taken by the Seller in whole Company pursuant to Section 2.5 shall have been delivered or in part to the extent permitted by applicable law):performed. (iiii) Each of the representations and warranties of made by the Company, Coinvest and Purchaser set forth in this Agreement Company herein shall be true and correct in all material respects at as of the date hereof and as of the Closing, except to the extent Closing Date (unless such representations representation and warranties relate to an earlier warranty is made as of a specific date (in which case such representations and warranties then shall be true and correct in all material respects on and as of such earlier date);) with the same force and effect as though such representations and warranties had been made as of the Closing Date. (iiiv) The Managing Members of the Company, Coinvest and Purchaser Company shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting approved the transactions contemplated by this Agreement, in each case as required by applicable law and in accordance with the Company Agreement. (v) The form and substance of all instruments and documents required to be delivered pursuant to this Agreement by the Company shall be reasonably satisfactory in all respects to Investors. (vi) At or prior to the Closing, the various parties named therein shall have executed and delivered the agreements and other documents set forth on Exhibit B attached hereto (collectively, the "Related Agreements"), all of which shall be in full force and effect and none of which shall have been amended or breached, and the transactions contemplated by the Related Agreements to be consummated at or prior to the Closing shall have been consummated. (vii) At the Closing, the Company shall sell and issue to the Investors Notes in the aggregate principal amount of Fifty Million Dollars ($50,000,000). (viii) At the Closing, CRIL and V2H shall have contributed to the capital of the Company Five Million Dollars ($5,000,000) in the aggregate, in exchange for One Million (1,000,000) Common Units in the aggregate. (ix) the holders of the outstanding common shares of beneficial interest of Capital Trust shall have duly approved the form of Amended and Restated Declaration of Trust attached at Annex C to the Capital Trust Proxy Statement (as defined in the Company Agreement) and such Amended and Restated Declaration of Trust shall have become effective in accordance with the laws of the State of California (such effective date being the "Approval Date"). (b) The obligation of each the Company to close the transactions contemplated hereunder is subject to the satisfaction on or prior to the Closing Date of the Companyfollowing conditions: (i) No order, Coinvest and Purchaser to consummate 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 subject reasonably likely to materially adversely affect the fulfillmentbusiness of the Company 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 Investors on or prior to the ClosingClosing Date shall have been duly complied with and performed in all material respects, of each of or the following conditions (any Company shall have waived such compliance or performance, and all of which may documents to be waived, as delivered or actions to each of the Company, Coinvest and Purchaser, be taken by the Purchaser, in whole Investors pursuant to Section 2.5 shall have been delivered or in part, to the extent permitted by applicable law):performed. (iiii) Each of the representations and warranties of Seller set forth in this Agreement made by the Investors herein shall be true and correct in all material respects at as of the date hereof and as of the Closing, except to the extent Closing Date (unless such representations representation and warranties relate to an earlier warranty is made as of a specific date (in which case such representations and warranties then shall be true and correct in all material respects on and as of such earlier date);) with the same force and effect as though such representations and warranties had been made as of the Closing Date. (iiiv) Seller The Managing Members of the Company shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting approved the transactions contemplated by this Agreement; and, in each case as required by applicable law and in accordance with the Company Agreement. (ivv) The form and substance of all instruments and documents required to be delivered pursuant to this Agreement by Investors shall be reasonably satisfactory in all respects to the closing Company. (vi) At or prior to the Closing, the various parties named therein shall have executed and delivered the Related Agreements, all of which shall be in full force and effect and none of which shall have been amended or breached, and the transactions contemplated by the Subscription Agreement Related Agreements to be consummated at or prior to the Closing shall have occurred or shall occur concurrently with been consummated. (vii) At the Closing, the Notes in the aggregate principal amount of Fifty Million Dollars ($50,000,000) shall be purchased by the Investors.

Conditions to Closing. (a) The obligation of Investor to acquire Units at the Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillmentfulfillment of the following, on or prior to the Closing, date of each Closing of the following conditions (any or all of which may be unless waived by the Seller in whole or in part to the extent permitted by applicable lawInvestor): (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement Section 3 herein shall be true and correct in all material respects at and as of the Closing, (except to the extent such for those representations and warranties relate which are qualified as to an earlier date (materiality, in which case such representations and warranties shall be true and correct in all material respects respects) as of the date of Closing, as though made on and as of such earlier date);, except for such representations and warranties that speak as of a specific date. (ii) the Company, Coinvest and Purchaser The Company shall have performed performed, satisfied and complied in all material respects with all obligations covenants, agreements and agreements conditions required by this Agreement the Transaction Agreements to be performed performed, satisfied or complied with by it on at or prior to the Closing; andClosing and shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Units, all of which shall be and remain so long as necessary in full force and effect. (iii) there the Company shall not be in effect any Order deliver to the Investor this Agreement and the Registration Rights Agreement, duly executed by a Governmental Entity the Company; (iv) the NASDAQ Capital Market shall have approved the listing of competent jurisdiction restraining, enjoining or otherwise prohibiting additional shares application for the transactions contemplated by this AgreementShares and Warrant Shares. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on On or prior to the Closing, of each of the following conditions (any Investor shall issue, deliver or all of which may cause to be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, delivered to the extent permitted by applicable law):Company the following: (i) the The representations and warranties of Seller set forth the Investor contained in this Agreement Section 4 herein shall be true and correct in all material respects at and as of the Closing, (except to the extent such for those representations and warranties relate which are qualified as to an earlier date (materiality, in which case such representations and warranties shall be true and correct in all material respects respects) as of the date when made and as of the date of Closing, as though made on and as of such earlier date);, except for such representations and warranties that speak as of a specific date. (ii) Seller Investor shall have performed performed, satisfied and complied in all material respects with all obligations covenants, agreements and agreements conditions required by this Agreement the Transaction Agreements to be performed performed, satisfied or complied with by it on at or prior to the Closing;Closing and shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Units, all of which shall be and remain so long as necessary in full force and effect. (iii) there Investor shall not be in effect any Order deliver to the Company: (1) this Agreement and the Registration Rights Agreement, duly executed by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementInvestor; and (iv2) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingCapital Commitment, in United States dollars and in immediately available funds, and completed Internal Revenue Service Form W-9.

Conditions to Closing. The several obligations of the Initial Purchasers under this Agreement to purchase the Firm Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the performance and observance by the Company in all material respects of all covenants and agreements herein contained on its part to be performed and observed and the following conditions: (a) The obligation Subsequent to the date of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or and prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Closing Date, (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Preliminary Memorandum that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Final Memorandum. (b) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (a)(i) and (a)(ii) above and to the effect that the representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement shall be are true and correct in all material respects at and as of the Closing, except to Closing Date and that the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and Company has complied in all material respects with all obligations of the agreements and agreements required by this Agreement satisfied all of the conditions on its part to be performed or complied with by it satisfied on or prior before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementproceedings threatened. (bc) You shall have received on the Closing Date an opinion of independent counsel for the Company, an opinion for each of the Material Subsidiaries (as defined in Exhibit C hereto) from the applicable special foreign counsel qualified to give such opinion, and an opinion of special New York counsel to the Company, each dated the Closing Date, to the effect set forth in EXHIBIT B, EXHIBIT C, and EXHIBIT D, respectively. (d) You shall have received on the Closing Date opinions of Venture Law Group, A Professional Corporation, counsel for the Initial Purchasers, and an opinion of special New York counsel to the Initial Purchasers, dated the Closing Date, to the effect set forth in EXHIBIT E and EXHIBIT F, respectively. (e) You shall have received, on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to you, from the Company's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into each Memorandum. (f) You shall have received written waivers in form satisfactory to your counsel of all rights, if any, to have securities registered as part of the registrations required to be effected by the Company pursuant to the Registration Rights Agreement (g) The Registration Rights Agreement and the Indenture shall have been executed and delivered by all of the parties thereto. The Initial Purchasers' obligation to purchase Additional Offered Securities hereunder is subject to the delivery to you on the Option Closing Date of each such documents as you may reasonably request with respect to the good standing of the Company, Coinvest the due authorization and Purchaser to consummate issuance of the transactions contemplated by this Agreement is subject Additional Offered Securities and other matters related to the fulfillment, on or prior to the Closing, of each issuance of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingAdditional Offered Securities.

Conditions to Closing. 8.01 Conditions to the Parent’s and the Merger Sub’s Obligations. The obligations of the Parent and the Merger Sub to (and to cause the Securities Buyers to) consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Parent and the Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) The obligation Company Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, and with respect to the representations and warranties set forth in Section 4.05(a) or Section 4.05(b), to the extent set forth on the Estimated Closing Statement and included in the determinations of Per Share Closing Merger Consideration and Per Share Additional Merger Consideration and not resulting in additional costs, expenses or liabilities of the Seller Parent and Merger Sub that are not de minimis, at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), (ii) the representations and warranties contained in Section 4.07(b) shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date and (iii) all other representations and warranties of the Company contained in Article IV of this Agreement shall be true and correct (without regard and without giving effect to any qualifiers or exceptions as to “materiality,” “Material Adverse Effect,” or other similar qualifications contained in or applicable to such representations and warranties, other than the term “Company Material Contract” or the term “Material Government Contract”) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without regard and without giving effect to any qualifiers or exceptions as to “materiality,” “Material Adverse Effect,” or other similar qualifications contained in or applicable to such representations and warranties, other than the term “Company Material Contract” or the term “Material Government Contract”) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) The Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Securities Purchase Closing; (c) The Merger shall have been approved, and this Agreement shall have been adopted, by the written consent the stockholders of the Company holding at least ninety percent (90%) of the issued and outstanding shares of Common Stock in accordance with the DGCL and the Organizational Documents (the “Stockholder Approval”); (d) The applicable waiting periods, if any, under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; (e) the BlueCielo RUS Carveout shall have been consummated; (f) No judgment, decree or order from any Governmental Entity shall have been entered which would prevent the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (g) The Company shall have delivered to the Parent each of the following: (i) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 8.01(a) and 8.01(b) have been satisfied; (ii) certified copies of resolutions approved by the stockholders of the Company evidencing the Stockholder Approval, substantially in the form attached hereto in Exhibit M (the “Written Consent”); (iii) evidence reasonably satisfactory to the Parent that the portion of the Restructuring described in Section 6.04(a) has been completed in accordance with this Agreement; (iv) to the extent completed prior to the Securities Purchase Closing, evidence reasonably satisfactory to the Parent of completion of any portion of the Restructuring described in Section 6.04(b) (it being agreed that no such step is a condition to the Securities Purchase Closing or Merger Closing); and (v) a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (h) The Escrow Agreement shall have been executed and delivered by the parties thereto (other than the Parent); (i) The Paying Agent Agreement shall have been executed and delivered by the parties thereto (other than the Parent); and (j) With respect to all Indebtedness of the type referred to in clause (a) of the definition of Indebtedness, the Company shall have received and provided Parent with the Payoff Letters. 8.02 Conditions to the Company’s Obligations. The obligations of the Company to (and to cause the Securities Sellers to) consummate the transactions contemplated by this Agreement is subject to the fulfillmentsatisfaction (or, on or prior to if permitted by applicable Law, waiver by the Closing, of each Company and the Seller Representative in writing) of the following conditions as of the Closing Date: (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): a) (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement The Parent Fundamental Representations shall be true and correct in all material respects at and as of the Closing, Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties relate to an earlier date (contained in which case such representations and warranties shall be true and correct in all material respects on and as Article V of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) at and as of the Closing, Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties relate to an earlier date (in which case such representations and warranties shall be so true and correct in all material respects on (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had, and as of such earlier date)would not reasonably be expected to have, a Parent Material Adverse Effect; (iib) Seller The Parent and the Merger Sub shall have performed and complied with in all material respects with all obligations the covenants and agreements required by this Agreement to be performed or complied with by it on them under this Agreement at or prior to the Securities Purchase Closing; (iiic) there The Stockholder Approval shall not be in effect have been obtained; (d) The applicable waiting periods, if any, under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; (e) No judgment, decree or order from any Order by a Governmental Entity shall have been entered which would prevent the consummation of competent jurisdiction restrainingany of the transactions contemplated hereby, enjoining or otherwise prohibiting declare unlawful the transactions contemplated by this AgreementAgreement or cause such transactions to be rescinded; (f) The Parent shall have delivered to the Company a certificate of an authorized officer of the Parent and the Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the preconditions specified in Sections 8.02(a) and 8.02(b) have been satisfied; (g) The Escrow Agreement shall have been executed and delivered by the Parent and the Escrow Agent; and (ivh) the closing of the transactions contemplated by the Subscription The Paying Agent Agreement shall have occurred or shall occur concurrently with been executed and delivered by the ClosingParent and the Paying Agent.

Conditions to Closing. (a) The obligation obligations of the Seller Seller, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions: (i) there shall not be in effect any preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or any other agreement or document contemplated hereby; and (ii) any filings required to be made under the HSR Act shall have been made, and all applicable waiting periods thereunder with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (b) The Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived in writing by the Seller in whole or in part to the extent permitted by applicable lawSeller): (i) each of the representations and warranties of the Company, Coinvest and Purchaser set forth in Buyer under this Agreement and each of the other agreements and documents contemplated hereby shall be true and correct in all material respects at and as of the Closingtime of the Closing with the same effect as though such representations had been made again at and as of that time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case any such representations and warranties shall be true and correct in all material respects on at and as of such earlier date); (ii) the Company, Coinvest and Purchaser Buyer shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing; and, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement or any other agreement or document contemplated hereby provided, however, that nothing in this subparagraph shall affect Seller’s rights under Section 4.2 in the event of a default thereunder; (iii) there shall not be in effect any Order by a Governmental Entity the Capital Expenditures Committees of competent jurisdiction restrainingYUM! Brands, enjoining or otherwise prohibiting Inc., and PHI will have approved the transactions contemplated by this Agreement; (iv) the Seller will have received a copy of a resolution or unanimous written consent evidencing the action by the Buyer’s Board of Directors or the Buyer’s general partner or such other similar authorizing body approving the purchase of the Assets under this Agreement certified by an authorized officer, partner or member; and (v) the Buyer will deliver to Seller a statement, signed by the Buyer’s Chief Financial Officer, certifying that at least 20% of the Total Transaction Costs being paid will be represented by “at risk capital” as defined by applicable accounting rules, which is in the form of equity and is not (and will not be secured) by a lien on the Assets or on the equity interests of the Buyer or any of its Affiliates, and the Seller shall otherwise be satisfied in all respects with the capital structure of the Buyer; and (vi) the Seller shall have received evidence satisfactory in all respects to them that the Buyer shall have hired an operator to manage the Restaurants to be purchased by the Buyer, which operator has substantial experience in the operation of Pizza Hut restaurants and has been approved by PHI, in its sole discretion. (bvii) the Buyer shall deliver to Seller and PHI, and the Seller and PHI shall have received from the Buyer and its Affiliates, as the Seller and PHI deem necessary, in their sole discretion, all Uniform Franchise Offering Circular receipts, including those relating to any Addenda or Amendments. (c) The Buyer’s obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived in writing by the Purchaser, in whole or in part, to the extent permitted by applicable lawBuyer): (i) each of the representations and warranties of Seller set forth in under this Agreement and each of the other agreements and documents contemplated hereby shall be true and correct in all material respects at and as of the Closingtime of the Closing with the same effect as though such representations had been made again at and as of that time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case any such representations and warranties shall be true and correct in all material respects on at and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing;, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or any other agreement or document contemplated hereby; and (iii) there shall not be in effect any Order by the Buyer will have received a Governmental Entity copy of competent jurisdiction restraining, enjoining or otherwise prohibiting a resolution of Seller’s Board of Directors approving the transactions contemplated by this Agreement; and (iv) the closing sale of the transactions contemplated Assets certified by an authorized officer of the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingSeller.

Conditions to Closing. (a) The obligation of the Seller each party to this Agreement to consummate the transactions contemplated by this Agreement is purchase and sale of Initial Shares at the Closing shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority or other legal or regulatory restraint or prohibition preventing the representations issuance and warranties sale of the Company, Coinvest and Purchaser set forth in this Agreement Shares shall be true and correct in all material respects at and as effect. There shall be no action, suit or other proceeding pending in or before any Governmental Authority or arbitration tribunal against or involving either the Company or the Purchaser that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the Closingtransactions contemplated to occur at the Closing and the enforceability of the rights and obligations as contemplated by this Agreement, except to and neither the extent Company nor the Purchaser (nor any of their respective Affiliates) shall have received notice of any such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date)threatened proceeding; (ii) The issuance of the Company, Coinvest and Purchaser Shares shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to exempt from the Closingnotification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; and (iii) there All other notices, reports and other filings required to be made prior to the Closing with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Closing from, any Governmental Authority for the issuance and sale of the Shares in accordance with the terms hereof shall not be have been made or received and remain in effect any Order by a Governmental Entity as of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementdate of Closing. (b) The obligation of each of the Company, Coinvest and Purchaser Company to consummate the transactions contemplated by this Agreement is purchase and sale of Shares at the Closing shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) The Purchaser shall have delivered a certificate of an officer of the Purchaser confirming that the representations and warranties of Seller the Purchaser set forth in this Agreement shall be Sections 3 and 4 hereof are true and correct in all material respects at and as of the date of Closing, except ; and (ii) The Purchaser shall have delivered the Purchase Amount to the extent such representations Company by wire transfer of immediately available U.S. federal funds. (c) The obligation of the Purchaser to consummate the purchase and warranties relate to an earlier date (in which case such representations and warranties sale of Shares at the Closing shall be true subject to the satisfaction at or prior to the Closing of the following conditions: (i) Such Shares shall have been accepted for and correct in all material respects approved for inclusion and quotation on and as of such earlier date)the Nasdaq; (ii) Seller The Company shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior delivered to the Purchaser a certificate of the chief financial officer of the Company confirming that the representations and warranties of the Company set forth in Section 2 hereof are true and correct as of the date of Closing; (iii) there The Purchaser shall not be have received an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP in effect any Order by a Governmental Entity the form attached hereto as Exhibit A dated the date of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing; and (iv) The Company shall have delivered to the closing Purchaser a stock certificate representing the Shares or in lieu thereof shall have caused a book entry evidencing the Purchaser’s ownership of the transactions contemplated Shares to be entered in the books and records of such broker-dealer as shall have been identified by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingPurchaser for such purpose.

Conditions to Closing. (a) The obligation of the Seller CBQ to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any at or all of which may be waived by before the Seller in whole or in part to the extent permitted by applicable law):Closing Date: (ia) the The representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement Article II and Article III hereof shall be true and correct in all material respects at and as of the Closing, except to Closing Date as though then made and as though the extent Closing Date had been substituted for the date of this Agreement throughout such representations and warranties relate to an earlier (without taking into account any disclosures by the Company of discoveries, events or occurrences arising on or after the date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier datehereof); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation Company shall have performed in all material respects all of the covenants and agreements required to be performed and complied with under this Agreement prior to the Closing Date; (c) The Company and Sellers shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the Company's assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting the Company or any license, franchise or permit of or affecting the Company; (d) This Agreement shall have been duly and validly authorized by the Board of Directors and by the shareholders of the Company, Coinvest and Purchaser the Company shall have delivered to consummate CBQ evidence, in form satisfactory to CBQ's counsel, of such authorization and approval; (e) All material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated by this Agreement is subject will have been duly made and obtained; (f) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the fulfillment, on or prior to the Closing, of each consummation of the following conditions transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (any ii) seeking to prohibit direct or indirect ownership or operation by CBQ of all or a material portion of which may be waivedthe business or assets of the Company and Company Subsidiaries, as or to each CBQ or the Company to dispose of or to hold separately all or a material portion of the business or assets of CBQ or of the Company, Coinvest as a result of the transactions contemplated hereby, (iii) seeking to require direct or indirect transfer or sale by CBQ of any of the shares of Company Common Stock, (iv) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto (collectively, the "Related Agreements"), or (v) otherwise relating to and Purchasermaterially adversely affecting the transactions contemplated hereby; (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by the Purchaserany federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in whole any of the consequences referred to in Section 8.04(f) hereof; (h) Between the date of this Agreement and the Closing Date, there shall not have occurred any change with respect to the business, assets, properties, condition (financial or otherwise), results of operations or prospects of the Company which is, individually or in partthe aggregate with other such facts and circumstances, materially adverse to the extent permitted by applicable law):Company or to the value of the shares of Company Common Stock; (i) There shall have been no damage, destruction or loss of or to any property or properties owned or used by the representations Company, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material adverse effect on the Company; (j) [intentionally omitted]; (k) Prior to the Closing Date, the Company shall have delivered to CBQ all of the following: (i) certificates of Xxxx Xxxxx and warranties of Seller Xxxxxxx X. Xxxxxxxxxx, substantially in the form set forth in this Agreement shall be true and correct in all material respects at and Exhibit 8.01(k)(i) attached hereto, dated as of the Closingdate of the Closing Date, except to stating that the extent such representations conditions precedent set forth in subsections (a) and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date)b) above have been satisfied; (ii) Seller shall have performed copies of the third party and complied governmental consents and approvals and of the authorizations referred to in all material respects with all obligations subsections (c), (d) and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing(e) above; (iii) there the Company's minute books, stock transfer records, corporate seal and other materials related to the Company's corporate administration; (iv) resignations (effective as of the Closing Date) from such of the Company's directors and/or officers as CBQ shall not be in effect any Order have requested prior to the Closing Date; (v) a copy of the Articles of Incorporation of the Company and Company Subsidiaries, certified by the Department of Assessment and Taxation for the State of Maryland (the "MDAT"), and Certificates of Good Standing from the MDAT; (vi) a Governmental Entity copy of competent jurisdiction restrainingeach of the text of the resolutions adopted by the board of directors of the Company authorizing the execution, enjoining or otherwise prohibiting delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this AgreementAgreement and the bylaws of the Company; along with certificates executed on behalf of the Company by its corporate secretary certifying to CBQ that such copies are true, correct and complete copies of such resolutions and bylaws, respectively, and that such resolutions and bylaws were duly adopted and have not been amended or rescinded; (vii) such other certificates, documents and instruments as CBQ reasonably requests related to the transactions contemplated hereby; and (ivviii) the closing a copy of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingshareholder investor letters from each Company shareholder.

Conditions to Closing. (a) The obligation obligations of the Seller each Investor to consummate the transactions purchase of the shares of Series A Preferred Stock at the Closing as contemplated by this Agreement is hereunder are subject to the fulfillmentfulfillment (or written waiver by such Investor (as to itself only)), on or prior to or on the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth Company in this Agreement Section 3 shall be true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect or similar qualifier set forth therein) as of the date hereof and at and as of the ClosingClosing Date as if made on such date, except to the extent that such representations and warranties relate to an earlier date (are made as of a specified dates, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date, provided however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 7(a)(i) shall be deemed to have been satisfied even if any representations and warranties of the Company (other than the Company’s representations and warranties in Sections 3(a), (b), (c), (d)(i)(A), (v), (dd)) are not so true and correct unless the failure of such representations and warranties of the Company to be so true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifier set forth therein), individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (ii) the Company, Coinvest and Purchaser Company shall have performed and complied in all material respects with all its obligations and agreements hereunder that are required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there (A) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Closing or shall prohibit or restrict such Investor or its Affiliates from owning or voting any Purchased Shares or Conversion Securities of the Company in accordance with the terms thereof and (B) no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing, such Investor’s purchase, ownership or voting of the Purchased Shares or Conversion Securities or otherwise materially and adversely affecting the ability of the parties hereto to complete the transaction described herein; (iv) with respect to the Purchased Shares to be acquired by such Investor at the Closing: (A) such purchase shall not (1) cause such Investor or any of its Affiliates to violate any banking law or regulation, or (2) cause such Investor, together with any other person whose ownership of securities of the Company would be aggregated with such Investor’s ownership of securities of the Company for purposes of any applicable banking law or regulation, to collectively be deemed to own, control or have the power to vote Purchased Shares which (assuming, for this purpose only, full conversion and/or exercise of such Purchased Shares by such Investor and such other Persons) would represent more than 9.9% of any class of voting securities of the Company outstanding at such time. (B) such Investor shall have received (x) feedback, satisfactory in such Investor’s reasonable good faith judgment, from the Federal Reserve Board (which may be the absence of any communication) to the effect any Order by a Governmental Entity that the purchase of competent jurisdiction restraining, enjoining or otherwise prohibiting the Purchased Shares and the consummation of the Closing and the transactions contemplated by this Agreement; and Agreement will not result in such Investor or any of its Affiliates (ivi) being deemed in control of the closing Company for purposes of the BHC Act, (ii) otherwise being regulated as a bank holding company within the meaning of the BHC Act or required to serve as a source of strength for the Company or any Bank, or (iii) being required to file a notice under the CBCA (or a notice has been submitted and such Investor has not received any objection after the expiration or earlier termination of any applicable waiting period), and (y) feedback, satisfactory in such Investor’s reasonable good faith judgment, from the TDSML (which may be the absence of any communication) to the effect that the purchase of the Purchased Shares and the consummation of the Closing and the transactions contemplated by this Agreement will not result in such Investor or any of its Affiliates (1) being deemed a bank holding company within the Subscription Agreement meaning of the Texas Banking Act (Tex. Fin. Code § 31.001 et seq.), a holding company within the meaning of the Texas Savings Bank Act (Tex. Fin. Code § 91.001 et seq.), or the equivalent thereof for purposes of applicable Texas law, (2) becoming subject to regulation by the TDSML or Texas Department of Banking under applicable Texas law, or (3) being required to file a notice under the TCBCA (or a notice has been submitted and such Investor has received approval from the TDSML, or has not received any objection after the expiration or earlier termination of any applicable waiting period, as applicable); and otherwise the Company and such Investor shall have occurred obtained all applicable governmental or shall occur concurrently regulatory approvals or authorizations of or, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities, required in connection with the Closing.transactions contemplated by this Agreement (or has not received any objection after the expiration or earlier termination of any applicable waiting period); (v) since the date hereof, there shall not be any action taken, or any law enacted, entered, enforced or deemed applicable, by any Governmental Entity, which shall impose or contain any restraint or condition that would reasonably be expected to reduce in any material respect the economic benefits to such Investor of the Agreement or that would require Investor to comply with requirements that are materially restrictive or burdensome to such Investor or its Affiliates (it being understood that information commonly required or restrictions commonly imposed in transactions of this type will not be deemed materially restrictive or burdensome); (vi) the Company shall simultaneously issue and deliver at the Closing to such Investor hereunder the number of shares of Series A Preferred Stock set forth below such Investor’s name on the signature page hereto; (vii) since December 31, 2021, there shall not have occurred any circumstance, event, change, development or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or the Bank;

Conditions to Closing. (a) 7.1. Obligations of Investor with respect to the Closing. The obligation of the Seller Investor to consummate the transactions contemplated by this Agreement to occur at the Closing is subject to the fulfillment, on satisfaction (or prior to waiver by Investor) as of the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the 7.1.1. The representations and warranties of the Company, Coinvest and Purchaser Company set forth in this Agreement and in the Ancillary Agreements to which it is a party qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects at respects, as of the date hereof and as of the Closingtime of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, on and as of such earlier date); (ii) and Investor shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of the Company, Coinvest and Purchaser . The Company shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement and the Ancillary Agreements to which it is a party to be performed or complied with by it on or prior to the Company by the time of the Closing; and. (iii) 7.1.2. There shall not be threatened or pending by any Governmental Authority any suit, action or proceeding, and there shall not be in effect pending by any Order by other person any suit, action or proceeding, which has a Governmental Entity substantial likelihood of competent jurisdiction restrainingsuccess, enjoining (i) seeking to restrain or otherwise prohibiting prohibit the transactions contemplated by this Agreement. (b) The obligation of each purchase and sale of the CompanyNewly Issued Shares or the Class B Stock pursuant to the Offer, Coinvest (ii) seeking to compel the Company to dispose of or hold separate any material portion of the business or assets of the Company and Purchaser its subsidiaries, taken as a whole, or to consummate compel Investor or its subsidiaries to dispose of or hold separate any material portion of the business or assets of Investor and its subsidiaries, as a result of any of the transactions contemplated by this Agreement or the Ancillary Agreements or (iii) seeking to prohibit Investor from effectively exercising any of its material rights under this Agreement or any Ancillary Agreement. 7.1.3. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of any of the transactions contemplated hereby or by the Ancillary Agreements or having any of the other consequences described in Section 7.1.2 shall be in effect. 7.1.4. The Amended Bylaws shall have been duly authorized, approved and effected. 7.1.5. The Company shall have furnished to Investor an opinion of John X. Xxxxxx, Xx., Xxnior Vice President and General Counsel of the Company, in the form attached hereto as Exhibit C. 7.1.6. During the period from the date of this Agreement until the Closing Date, neither the Company nor any subsidiary shall have sold or otherwise disposed of (or authorized, committed or agreed to sell or otherwise dispose of), in a single transaction or in a series of transactions, excluding sales of inventory or other assets in the normal course of business, any business or assets relating to the Primary Business of the Company that constitute more than five percent of the total consolidated assets of the Company as shown on the Company's consolidated balance sheet as of the end of the most recent fiscal quarter ending prior to the time the determination is made, whether such sale or disposition be by merger or consolidation or the sale of stock or assets or otherwise. 7.2. Obligations of the Company with respect to the Closing. The obligation of the Company to consummate the transactions contemplated to occur at the Closing is subject to the fulfillment, on satisfaction (or prior to waiver by the Closing, Company) as of each the Closing of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the 7.2.1. The representations and warranties of Seller Investor set forth in this Agreement and in the Ancillary Agreements qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects at respects, as of the date hereof and as of the Closingtime of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, on and as of such earlier date); (ii) Seller and the Company shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Investor. Investor shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement and the Ancillary Agreements to be performed or complied with by it on or prior to Investor by the time of the Closing;. (iii) 7.2.2. There shall not be threatened or pending by any Governmental Authority any suit, action or proceeding and there shall not be in effect pending by any Order by other person any suit, action or proceeding, which has a Governmental Entity substantial likelihood of competent jurisdiction restrainingsuccess, enjoining (i) seeking to restrain or otherwise prohibiting prohibit the purchase and sale of the Newly Issued Shares or the Class B Stock pursuant to the Offer, (ii) seeking to compel the Company to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or to compel Investor or its subsidiaries to dispose of or hold separate any material portion of the business or assets of Investor and its subsidiaries, as a result of any of the transactions contemplated by this Agreement or the Ancillary Agreements or (iii) seeking to prohibit the Company from effectively exercising any of its material rights under this Agreement or any Ancillary Agreement; and. (iv) 7.2.3. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent inunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Authority or other legal restraint or prohibition preventing the closing consummation of any of the transactions contemplated hereby or by the Subscription Agreement Ancillary Agreements or having any of the other consequences described in Section 7.2.2 shall be in effect. 7.2.4. The Offer shall have occurred expired and Investor shall have purchased or accepted for payment and purchase any Class B Stock which it will acquire pursuant to the Offer. 7.2.5. Investor shall occur concurrently with have furnished to the Closing.Company an opinion of Franx X. Xxxxx, Xxsistant General Counsel of Investor, in the form attached hereto as Exhibit D.

Conditions to Closing. 5.1 Conditions to the Purchasers' and the Company's Obligations. The obligations of a Purchaser to purchase and of the Company to issue and sell the Shares are subject to the fulfillment, on or prior to the Closing, of all of the following conditions, any of which may be waived in whole or in part by mutual agreement of such Purchaser and the Company: (a) The obligation Company shall have obtained all consents, permits and waivers necessary or appropriate on the part of the Seller to consummate Company for consummation of the transactions contemplated by this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement at such Closing. Except for the notices required to be filed after such Closing with certain federal and state securities commissions, which notices the Company will file on a timely basis, the Company shall have obtained all approvals of any federal or state governmental authority or regulatory body that are required on the part of the Company in connection with the lawful sale and issuance of the Shares and the Common Stock issuable upon conversion of the Shares at such Closing. (b) At such Closing, the purchase of the Shares by the Purchasers hereunder shall be legally permitted by all laws and regulations to which the Purchasers or the Company is subject. (c) The Restated Certificate shall have been filed with and accepted by the Secretary of State of the State of Delaware. (d) The Company and the Purchasers shall have entered into the Rights Agreement, the Voting Agreement and the Co-Sale Agreement. 5.2 Additional Conditions to the Purchasers' Obligations. In addition to the conditions set forth in Section 51 hereof, each Purchaser's obligation to purchase the Shares is subject to the fulfillment, on or prior to the Closing, of each all of the following conditions (except as otherwise provided below), any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):such Purchaser: (ia) the The representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 3 hereof shall be true and correct in all material respects at when made, and shall be true and correct as of the Closing with the same force and effect as if they had been made on and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);. (iib) the Company, Coinvest and Purchaser The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and. (c) Effective upon the Closing, the Board of Directors shall consist of five (5) directors. (d) The Purchasers shall have received from Xxxx Xxxx Xxxx & Freidenrich LLP, counsel to the Company, an opinion letter addressed to them, dated such Closing Date and in substantially the form attached hereto as Exhibit F. (e) The Voting Agreement, the Co-Sale Agreement and the Rights Agreement shall have been executed by the parties thereto (other than the Purchasers). (f) The Company shall have delivered to the Purchasers a certificate, executed by the Chief Financial Officer of the Company and dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1((a)), 5.2((a)), 5.2((b)) and 5.2((c)) and that there has been no materially adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since October 31, 1998. (g) All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and to the Purchasers' special counsel, and they shall each have received all such counterpart originals and certified or other copies of such documents as they may reasonably request. Such documents shall include (but not be limited to) the following: (i) A copy of the Restated Certificate and the Bylaws of the Company (as amended through the date of such Closing), certified by the Secretary or the Assistant Secretary of the Company as true and correct copies thereof as of such Closing. (ii) A certificate of the Secretary or an Assistant Secretary or other officer of the Company certifying the names of the officers of the Company authorized to sign this Agreement, the Rights Agreement, the Co-Sale Agreement and the Voting Agreement, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (iii) there shall not be in effect any Order by a Governmental Entity A copy of competent jurisdiction restrainingthe resolutions of the Board of Directors and, enjoining or otherwise prohibiting if required, the transactions contemplated by stockholders of the Company evidencing the amendment to the Company's Certificate of Incorporation providing for the authorization of the Shares, the approval of this Agreement, the Rights Agreement, the Voting Agreement, the Co-Sale Agreement and the issuance of the Shares and the Common Stock issuable upon conversion of the Shares and the other matters contemplated hereby. (biv) Good standing certificates issued by the Delaware Secretary of State and the California Secretary of State dated within ten (10) days of the Closing. (h) The obligation of each of the Company, Coinvest Company shall have executed and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as delivered to each Purchaser that is a licensed Small Business Investment Company (an "SBIC Investor") a Size Status Declaration on SBA form 480 and an Assurance of Compliance on SBA form 652, and shall have provided to each such Purchaser information necessary for the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):preparation of a Portfolio financing Report on SBA form 1031. (i) The Company shall have executed and delivered to Xxxxxx Brothers Venture Capital I, L.P., and the representations other Purchasers affiliated therewith (collectively, "Xxxxxx Brothers"), a side agreement in form and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except substance reasonably acceptable to counsel to the extent such representations Company and warranties relate counsel to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);the Purchasers granting board observer rights to Xxxxxx Brothers. (iij) Seller The Purchasers shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity purchase an aggregate of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing at least 6,329,114 shares of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with Preferred at the Closing.

Conditions to Closing. (a) The obligation obligations of the Seller Sellers, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions: (i) there shall not be in effect any preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or any other agreement or document contemplated hereby; and (ii) any filings required to be made under the HSR Act shall have been made, and all applicable waiting periods thereunder with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (b) Each Seller's obligations to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived in writing by the Seller in whole or in part to the extent permitted by applicable lawsuch Seller): (i) each of the representations and warranties of the Company, Coinvest and Purchaser set forth in Buyer under this Agreement and each of the other agreements and documents contemplated hereby shall be true and correct in all material respects at and as of the Closingtime of the Closing with the same effect as though such representations had been made again at and as of that time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case any such representations and warranties shall be true and correct in all material respects on at and as of such earlier date); (ii) the Company, Coinvest and Purchaser Buyer shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing; and, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement or any other agreement or document contemplated hereby provided, however, that nothing in this subparagraph shall affect Sellers' rights under Section 4.2 in the event of a default thereunder; (iii) there shall not be in effect any Order by a Governmental Entity the Capital Expenditures Committees of competent jurisdiction restrainingTricon Global Restaurants, enjoining or otherwise prohibiting Inc., and PHI will have approved the transactions contemplated by this Agreement; (iv) the Sellers will have received a copy of a resolution or unanimous written consent evidencing the action by the Buyer's Board of Directors or the Buyer's general partner or such other similar authorizing body approving the purchase of the Assets under this Agreement certified by an authorized officer, partner or member; and (v) the Buyer will deliver to Sellers a statement, signed by the Buyer's Chief Financial Officer, certifying that at least 20% of the Purchase Price paid to Sellers and PHI at Closing will be represented by "at risk capital" as defined by applicable accounting rules. (bvi) the Sellers shall have received evidence satisfactory in all respects to them that the Buyer shall have hired an operator to manage the Restaurants to be purchased by the Buyer, which operator has substantial experience in the operation of Pizza Hut restaurants and has been approved by PHI, in its sole discretion; and (vii) the Buyer shall deliver to Sellers and PHI, and the Sellers and PHI shall have received from the Buyer and its Affiliates, as the Sellers and PHI deem necessary, in their sole discretion, all Uniform Franchise Offering Circular receipts, including those relating to any Addenda or Amendments. (c) The Buyer's obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived in writing by the Purchaser, in whole or in part, to the extent permitted by applicable lawBuyer): (i) each of the representations and warranties of each Seller set forth in under this Agreement and each of the other agreements and documents contemplated hereby shall be true and correct in all material respects at and as of the Closingtime of the Closing with the same effect as though such representations had been made again at and as of that time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case any such representations and warranties shall be true and correct in all material respects on at and as of such earlier date); (ii) each Seller shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing;, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Sellers to perform their obligations under this Agreement or any other agreement or document contemplated hereby; and (iii) there shall not be in effect any Order by the Buyer will have received a Governmental Entity copy of competent jurisdiction restraining, enjoining or otherwise prohibiting a resolution of Sellers' Board of Directors approving the transactions contemplated by this Agreement; and (iv) the closing sale of the transactions contemplated Assets certified by an authorized officer of the Subscription Agreement shall have occurred or shall occur concurrently with the Closingapplicable Seller.

Conditions to Closing. 5.1 Conditions to the Obligations of the Company and the Investors. The obligations of the Company and the Investors to effect the Closing shall be subject to the following conditions: (a) The obligation receipt of the Seller 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 transactions contemplated hereunder, if any; (b) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the consummation of any of the transactions contemplated at the Closing; (c) the Registration Statement shall have been declared effective by this Agreement is the SEC and shall continue to be effective and no stop order shall have been entered by the SEC with respect thereto; (d) OTC Markets shall have confirmed it has no objections or comments to the Rights Offering prior to the closing thereof; and (e) the Rights Offering shall have been consummated in accordance with the terms of and subject to the fulfillment, on or prior conditions in Section ‎1.1(d). 5.2 Conditions to the Closing, of each Obligations of the following conditions (any or all Company. The obligations of which may the Company to effect the Closing shall be waived by the Seller in whole or in part subject to the extent permitted by applicable law):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, except that in the case of this clause (ii) all references to any time period or date referred to in Section ‎1.1(b) shall be deemed to be references to the Closing Date. All other representations and warranties of the Company, Coinvest and Purchaser set forth Investors 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 at as of the date hereof and as of the Closing, Closing (except to the extent that any such representations representation and warranties relate to warranty expressly speaks as of an earlier date (date, in which case such representations representation and warranties warranty shall be true and correct in all material respects on and as of such earlier date);. (iib) Each of the Company, Coinvest and Purchaser Investors shall have performed and complied in all material respects with all of its obligations and agreements hereunder required by this Agreement to be performed or by it, and complied with by the covenants hereunder applicable to it on in all material respects, at or prior to the Closing; and. (iiic) 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 in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining expected to materially and adversely affect the Investors’ ability to perform their obligations under this Agreement or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated hereby on a timely basis. (d) The Company shall have received a certificate, signed by this Agreement is subject an authorized person of each Investor, certifying as to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller matters set forth in this Agreement shall be true Sections 5.2(a), 5.2‎(b) and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date5.2‎(c); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) SECTION 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of LINK to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth CINTEL contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. LINK shall have received a certificate of the principal executive officer of CINTEL to such effect. (ii) the Company, Coinvest and Purchaser CINTEL shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. LINK shall have received a certificate of the principal executive officer of CINTEL to such effect. (iii) there shall not be in b. The obligations of CINTEL to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth LINK contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. CINTEL shall each have received a certificate of the principal executive officer of LINK to such effect. (ii) Seller LINK shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. CINTEL shall have received a certificate of the principal executive officer of LINK to such effect. (iii) there The Officers and Directors of LINK shall not have submitted their resignation as such officers and directors, which resignations shall be in effect any Order by a Governmental Entity form and substance satisfactory to CINTEL, and shall duly appoint the nominees of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andShareholders and officers and directors of LINK. (iv) LINK shall have effectuated a two (2) for five (5) reverse share split of its issued and outstanding common stock. (v) CINTEL shall have received the closing consent to this Agreement from one hundred percent (100%) of its shareholders. (vi) LINK shall deliver to CINTEL a certified copy of its shareholder list dated as of the transactions contemplated by closing, and a copy of its instruction letter to its transfer agent authorizing the Subscription Agreement issuance of the shares to be issued pursuant to this Agreement. (vii) LINK's common stock shall have occurred or shall occur concurrently with be trading on the ClosingOTC Bulletin Board without extension on its symbol.