Common use of Conditions to Obligation of the Buyer Clause in Contracts

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver of the following further conditions: (i) The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties set forth of the Company in Section 3(athis Agreement and in any certificate or other writing delivered by the Company pursuant hereto (A) above that are qualified by materiality or Material Adverse Effect shall be true at and correct as of the Closing Date as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), and (B) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing Date; Date as if made at and as of such date (ii) except to the Seller shall have performed extent expressly made as of an earlier date, in which case, as of such date), and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Buyer shall have received a certificate signed by the chief financial officer of the Company to the foregoing effect. (b) There shall not be instituted or pending any injunctionaction or proceeding by any governmental authority or agency, judgment, order, decree, rulingdomestic or foreign, or charge before any court or governmental authority or agency, domestic or foreign, seeking to restrain, prohibit or otherwise interfere with the ownership or operation by the Buyer of all or any material portion of the business or assets of the Company. (c) Since the date hereof, no event or condition shall have occurred that results in, or would reasonably be expected to result in, individually or in effect preventing the aggregate, a Material Adverse Effect. (d) The Company shall have delivered to Buyer a stock certificate representing the Shares, as described in Section 2.05. (e) The Approval Order and the Confirmation Order shall expressly provide: (i) that the Estates and the Company are authorized to consummate the transactions contemplated by the Agreement and to perform any other act that is necessary or appropriate for the consummation of any of the transactions contemplated by this the Agreement; , (ivii) all necessary governmental, shareholder and third party consents and approvals that the Shares shall be delivered to Buyer or its designee upon Closing; (iii) that Buyer has acted in "good faith" in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Sellerherein, as applicable, certifying (A) that each of the conditions specified provided in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s363(m) of the Seller's board Bankruptcy Code and that all conditions and terms of directors authorizing the Seller's execution, delivery and performance Section 363(f) of the Agreement Bankruptcy Code and all matters in connection with the Agreement and transactions contemplated thereby, Bankruptcy Rules that are applicable thereto have been satisfied; and (Civ) any commissions or fees due to the incumbency Company's brokers and investment bankers shall be paid out of the officer net proceeds of the Seller executing sale of the Agreement and all other documents executed and delivered in connection therewith;Shares. (vif) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if Company such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form other documents as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with Bankruptcy Court for consummation of the transactions contemplated hereby hereby. (g) The IRS Stipulation shall have been executed by all of the parties thereto, approved by the Bankruptcy Court and all certificates, opinions, instruments, and other documents required to effect delivered by the transactions contemplated hereby will be reasonably satisfactory in form and substance Company to the Buyer; andappropriate Person for submission to the Joint Committee on Taxation of the Congress of the United States. (xih) The Buyer Liens under the Post-Petition Bank Credit Agreement shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will been released (or shall be transferred released concurrently with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing) (except in connection with cash borrowings and the letters of credit referred to in Section 2.06(c)).

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder governmental and third party consents and approvals in connection with the transactions contemplated by the this Agreement shall have been obtainedobtained except in each case for any approval required under the Credit Agreement and the acceptability under Section 6.2 of the Replacement Agreement of the opinion, and the counsel providing the opinion, contemplated by Section 2(d); (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, Seller certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, and (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the this Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) received from US Counsel to the Seller, an opinion in a form acceptable to the form as may be attached hereto as Exhibit KBuyer, and dated as of the Closing Date covering (yx) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (zy) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants Shares to Buyer in accordance with the this Agreement; (viiivii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xviii) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to be delivered by the Seller to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to proceed with the Closing and consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (any or all which may be waived in writing, by the Buyer): (i) the representations and warranties set forth in Section (S) 3(a) and (S) 4A above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their his covenants hereunder in all material respects through at and as of the ClosingClosing Date; (iii) there no action, suit, or proceeding shall not 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the Company Shares and to control the Company, or (D) materially and adversely affect in any material respect the right of the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv(S) are 7(a)(i)-(iii) is satisfied in all respects, ; (Bv) the resolution(s) Buyer shall have received from counsel to the Seller an opinion in form and substance reasonably acceptable to both the Buyer and the Seller, addressed to the Buyer, and dated as of the SellerClosing Date containing such assumptions and qualifications as may be reasonably acceptable to the Buyer's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithlegal counsel; (vi) the relevant parties Buyer shall have entered into received the agreements resignations, effective as of the Closing, of each director and officer of the Company other than the Seller and those whom the Buyer shall have specified in writing prior to the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectClosing; (vii) the Buyer shall have received: (A) from Hungarian Counsel obtained on terms and conditions reasonably satisfactory to it and Seller all of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreementhereby; (viii) The Seller shall have entered into an Employment Agreement with the Closing Arrangements set forth Company and the Buyer in Exhibit J the form of EXHIBIT B attached hereto shall have been implemented in full to (the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii"Employment Agreement"), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events The Seller shall have occurred entered into a certain Shareholders' Agreement ("the Shareholders' Agreement") on terms and conditions reasonably satisfactory to it, and a Registration Rights Agreement which have had shall grant to the Seller certain piggyback rights with respect to the Buyer Shares and shall provide that, to the extent any greater registration rights are ever granted to any seller of a company acquired by the Buyer, the Seller shall be granted the same or reasonably may be expected to have a Material Adverse Effectequivalent registration rights (the "Registration Rights Agreement"); (x) All all Employee Benefit Plans shall have been terminated by the Seller to the extent Buyer has implemented substitute Employee Benefit Plans, and neither the Buyer nor Company shall have any further liability with respect thereto other than completion of the routine winding up thereof; (xi) Xxxxxxx Xxxx shall have entered into a Services Agreement, a Bonus Agreement, an Assumption Agreement, and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xii) Xxxx Xxxx shall have entered into a Services Agreement, a Bonus Agreement, an Assumption Agreement, and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xiii) Xxxxxxx Xxxxxxxxx shall have entered into a Services Agreement a, Bonus Agreement, an Assumption Agreement, and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xiv) Xxxxx Xxxxxx shall have entered into an Employment Agreement, a Bonus Agreement, an Assumption Agreement and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xv) the Company Distribution to Xxxxx shall have occurred and all actions to be taken by the 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; (xvi) the Seller shall have entered into the Pledge Agreement and the Residual Stock Option Agreement with the Buyer; (xvii) the Buyer, the Company, the Seller and the Senior Lender shall have entered into a Subordination Agreement; (xviii) the Buyer, the Company, the Seller and Pecks shall have entered into a Subordination Agreement; and (xixix) The the Buyer shall have had simultaneously consummated the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingLooney Acquisition.

Conditions to Obligation of the Buyer. The obligation of the Buyer to proceed with the Closing and consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (any or all which may be waived in writing, by the Buyer): (i) the representations and warranties set forth in Section (S) 3(a) and (S) 4A above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through at and as of the ClosingClosing Date; (iii) there no action, suit, or proceeding shall not 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the Company Shares and to control the Company, or (D) materially and adversely affect in any material respect the right of the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv(S) are 7(a)(i)-(iii) is satisfied in all respects; provided, however, that with respect to (BS) 7 (a)(iii), Seller shall certify only as to its Actual Knowledge; (v) the resolution(s) Buyer shall have received from counsel to the Seller an opinion, addressed to the Buyer, and dated as of the SellerClosing Date containing such assumptions and qualifications as may be reasonably acceptable to the Buyer's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithlegal counsel; (vi) the relevant parties Buyer shall have entered into received the agreements resignations, effective as of the Closing, of each director and officer of the Company other than the Seller and those whom the Buyer shall have specified in writing prior to the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectClosing; (vii) the Buyer shall have received: (A) from Hungarian Counsel obtained on terms and conditions reasonably satisfactory to it and Seller all of the Seller, a legal opinion financing it reasonably needs in accordance with the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Commitment Letters in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreementhereby; (viii) the Closing Arrangements set forth Seller shall have entered into an Employment Agreement with the Company and the Buyer in Exhibit J the form of EXHIBIT A attached hereto shall have been implemented in full to (the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii"Employment Agreement'), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events Seller shall have occurred which have had or reasonably may be expected to have a Material Adverse Effectentered into the Stock Pledge Agreement with the Buyer in the form of EXHIBIT B attached hereto (the "Pledge Agreement"); (x) All actions the Seller shall have entered into a certain Shareholders' Agreement, a certain Securityholders Agreement and a certain Registration Rights Agreement which shall grant to be taken the Seller certain piggyback rights with respect to the Buyer Shares and shall provide that, to the extent any greater registration rights are ever granted to any seller of a company acquired by the Buyer, the Seller in connection with consummation shall be granted the same or equivalent registration rights (the "Registration Rights Agreement") each on terms and conditions reasonably satisfactory to it; (xi) each of the transactions contemplated hereby appropriate parties shall have executed and all certificatesdelivered the Asset Purchase Agreement, opinionsthe Assumption of Obligations - Reporters, instrumentsthe Assumption of Obligations - Looney, the Settlement Agreement - Reporters, the Long Employment Agreement, the Settlement Agreement -Looney, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerRice Employment Agreement; and (xixii) The Buyer the Xxxxx, Bury Acquisition shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurbeen simultaneously consummated. The Buyer may waive any condition specified in this Section 9(a(S) 7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) §3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in §5(b) above; (iv) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement shall have been obtained;right of the Buyer to own the Acquired Assets, to operate the former businesses of the Business. (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv§7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Buyer and the Seller, and the Buyer and Seller’s wholly-owned subsidiary shall have entered into those certain Reseller Agreements which shall become effective simultaneously with the agreements Closing in substantially the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and form attached hereto as Exhibits C-1 and C-2 (the same shall be in full force and effect“Reseller Agreements”); (vii) the Buyer and the Seller’s wholly owned subsidiary shall have received: (A) from Hungarian Counsel of entered into that certain Teleconferencing Reseller Service Agreement which shall become effective simultaneously with the Seller, a legal opinion Closing in substantially the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of D (the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the “Teleconferencing Reseller Agreement”); (viii) the Buyer and certain key members of the Sellers management to be identified during the Buyers due diligence, and agreed to by Seller, shall have entered into Non-Competition and Non-Solicitation Agreements which shall become effective simultaneously with the Closing Arrangements set forth in Exhibit J substantially the form attached hereto shall have been implemented in full to as Exhibit E (the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii“Non-Compete Agreement”), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date Buyer shall have entered into employee or consulting arrangements with certain key employees of the this AgreementSeller relating to the Business to be identified during the Buyers due diligence, no event or events shall have occurred which have had or reasonably may be expected and agreed to have a Material Adverse Effectby Seller; (x) All all actions to be taken by the 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, including but not limited to the Seller providing the Buyer satisfactory written documentation regarding the full and complete release of any claims, liens, or any other type of security interest regarding the Acquired Assets; (xi) to the extent the Buyer has not entered into a separate lease agreement with any of the landlords of the Leased Real Property effective as of the Closing Date, the Seller shall have obtained and delivered to the Buyer a written consent for the assignment of each of the Leases (excepting any Leased Real Property located at 50 Xxxxxx Xxxxxx, New York, NY 10013) 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 Lease, in substantially the form attached hereto as Exhibit F-1 (the “Consent and Assignment of Lease”); (xii) to the extent the Buyer has not entered into a separate lease agreement with any of the landlords of the Leased Real Property effective as of the Closing Date, the Seller shall have obtained and delivered to the Buyer an estoppel certificate with respect to each of the Leases (excepting any Leased Real Property located at 50 Xxxxxx Xxxxxx, New York, NY 10013), dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in substantially the form attached hereto as Exhibit F-2 (the “Landlord Estoppel Certificate”); (xiii) to the extent the Buyer has not entered into a separate lease agreement with any of the landlords of the Leased Real Property effective as of the Closing Date, the Seller shall have used its best efforts to obtain and deliver to the Buyer a non-disturbance agreement with respect to each of the Leases (excepting any Leased Real Property located at 50 Xxxxxx Xxxxxx, New York, NY 10013) from each lender encumbering any real property underlying the Leased Real Property for such Lease, in substantially the form attached hereto as Exhibit F-3 (the “Subordination, Non-Disturbance and Attornment Agreement”); (xiv) the Buyer and the Seller shall have entered into that certain URL Assignment and Consent Agreement which shall become effective simultaneously with the Closing in substantially the form attached hereto as Exhibit G (the “URL Agreement”); and (xixv) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred damage or destruction or other change has occurred with respect to the Shares, Unsecured Notes and Warrants as a result any of the dispute described therein Real Property or any portion thereof that, individually or in the event that aggregate, would have a material adverse effect on the Closing shall occuruse or occupancy of the Real Property or the operation of the Business as currently conducted thereon. The Buyer may waive any condition specified in this Section 9(a§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent such representations and warranties speak as of a specific date and except to the extent the breaches of all the representations and warranties, if any (excluding, for this purpose, any qualifications as to materiality therein or in the Company Disclosure Schedule), in the aggregate, do not have a Material Adverse Effect; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingClosing except to the extent the breaches of all the covenants, if any (excluding for this purpose, any qualifications as to materiality therein), in the aggregate, do not have a Material Adverse Effect; (iii) there the Seller, the Division and the Division Subsidiaries shall not have procured all of the Material Consents; (iv) no action, suit, or proceeding shall be pending 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 in effect preventing is reasonably likely to be successful that would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets, to operate the former businesses of the Division, and to control the Division Subsidiaries, or (D) affect adversely the right of any of the Division Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) all applicable waiting periods (and any extensions thereof) under the relevant parties Xxxx-Xxxxx-Xxxxxx Act and any applicable foreign antitrust notification shall have entered into expired or otherwise been terminated and the agreements Seller, the Division Subsidiaries, and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection 3(c) and (CSection 4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L F attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that ; ; (uviii) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate shall and the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor Seller shall cause each of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) Division and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel Division Subsidiaries to deliver to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and Buyer a non-foreign affidavit dated as of the Closing Date (y) covering the matters set forth and in the second sentence of Section 3(a)(ii) of the Agreement form and (z) stating that no registration is substance required under the Securities Act Treasury Regulations issued pursuant to transfer Section 1445 of the Shares, Unsecured Notes or Code so that the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance is exempt from withholding any portion of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PricePrice thereunder (the “FIRPTA Affidavit”); (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect;Proxy has been executed and delivered; and (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that there has been no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurMaterial Adverse Effect. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Seller set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer will have received a certificate signed by the Seller to such effect. (iib) The Seller and the Company will have performed all of the covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of the Seller and the Company to consummate the Acquisition or perform its other obligations hereunder. The Buyer will have received a certificate signed by the Seller to such effect. (c) The Buyer shall have performed completed its business, accounting and complied with all legal due diligence review of their covenants hereunder in all material respects through the Closing;Company and the Business, its assets and liabilities, and the results thereof shall be reasonably satisfactory to the Buyer. (iiid) there There shall not be have been any injunctionoccurrence, judgmentevent, orderincident, decreeaction, rulingfailure to act, or charge in effect preventing consummation of any transaction since the date of the transactions contemplated by this Agreement;Interim Financial Statements which has had or is reasonably likely to cause a Material Adverse Effect. (ive) All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated, and the parties hereto will have received all necessary governmentalother authorizations, shareholder and third party consents and approvals of all Governmental Entities in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, and (C) preliminary or permanent restraining Order preventing the incumbency consummation of the officer Acquisition will be in effect. (g) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers. (h) The Seller shall have obtained releases of any liens, charges or encumbrances against any of the Seller executing assets of the Agreement and all other documents executed and delivered in connection therewith;Company, at the Seller’s expense. (vii) the relevant parties The Buyer shall have entered into received such pay-off letters and releases relating to the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) indebtedness as it shall have requested and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same such pay-off letters shall be in full force form and effect;substance satisfactory to it. (viij) the The Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in form and substance reasonably satisfactory to the form set forth in Exhibit L attached heretoBuyer, addressed to the Buyer and dated as of the Closing Date, . (k) The Buyer shall have entered into a consulting agreement with Joerg Xxxxxxxxx Xxxxxxxxxx on terms mutually agreed upon. (l) The Company shall have delivered evidence reasonably satisfactory to the effect that Buyer of the Company’s corporate organization and proceedings and its existence in the jurisdiction in which it is incorporated, including evidence of such existence as of the Closing. (um) The Buyer shall have obtained on terms and conditions satisfactory to it all of the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor hereby and fund the working capital requirements of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) Company after the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Closing. (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xn) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller and the Company shall not have procured all of the third party consents specified in Section 5(c) above, all of the title insurance commitments, and endorsements specified in Section 5(o) above, all of the surveys specified in Section 5(p) above; and all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Transfer Applications shall have entered into been approved by a Final Order of the agreements in FCC and the forms Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectDisclosure Schedule; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in with respect to the form matters set forth in Exhibit L C attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;and (viii) the Closing Arrangements set forth in Exhibit J attached hereto officers and directors of the Company shall have been implemented in full tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges Company and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay released the Purchase PriceCompany of all Liabilities; (ix) Since the date Seller and the Company shall have paid or obtained the release of all Liabilities of the this AgreementCompany existing at the Closing Date including, no event or events shall have occurred which have had or reasonably may be expected but not limited to, indebtedness for borrowed money and trade accounts payable and all Liabilities to have a Material Adverse EffectSeller; (x) All the Company shall have entered into the Bonus Agreements; and (xi) all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to purchase the Purchased Membership Interests and to consummate the transactions to be performed by it in connection with the Closing with respect to any and all of the Sellers, regardless of which Seller or Sellers may be responsible for the failure of any condition herein, is subject to satisfaction of each of the following conditions: (a) Buyer shall have completed its due diligence review of Val-E and the Purchase Transaction to Buyer’s satisfaction, such due diligence review to include, without limitation, the following: (i) The satisfactory review and verification by Buyer of all business and accounting records and financial statements of Val-E; (ii) Identification and inspection of all development agreements, option agreements, permits, applications, letters of intent, grants, incentive packages or payments in Nebraska and contracts of Val-E, including all material contracts relating to the construction of the Val-E ethanol plant in Ord, Nebraska and verification that all such contracts and relationships will survive the completion of the Purchase Transaction; (iii) Satisfactory completion of a due diligence review by Buyer of Val-E’s assets, liabilities and prospects, including state incentive packages; and (iv) Determination that the transactions contemplated herein comply with all applicable laws and regulations. (b) Each of the representations and warranties of each of the Sellers set forth in Section 3(a) 2.1 above shall be true and correct in all material respects at and as of the Closing Date;. (iic) Each of the Seller Sellers shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing;. (iiid) The closing of the PVFE Transaction shall have been completed. (e) Buyer shall be satisfied, in its sole discretion, that there has been no material adverse change in Val-E’s business, financial condition, operations or prospects. (f) Val-E shall have procured all of the third party consents specified in Section 3.3 above. (g) All necessary governmental approvals for the Purchase Transaction shall have been received and all required waiting periods shall have expired or terminated. (h) The Board of Directors of Val-E shall have approved the transfer of the Purchased Membership Interests to Buyer and shall have consented in writing thereto, the transfer otherwise shall constitute a “permitted transfer” or “recognized transfer” under the Operating Agreement, Val-E shall have admitted Buyer as a Member of Val-E, and Val-E shall recognize the transfer of the Purchased Membership Interests on its books and records as of the Closing Date. (i) Val-E shall not have made any Distribution to the Members nor established a record date of Members entitled to any Distribution. (j) The members of V-85, LLC and Husker Ag, L.L.C., respectively, shall have given the necessary approvals to this Agreement, the Purchase Transaction and the other transactions contemplated by this Agreement on or prior to April 26, 2006. (k) Each Seller shall complete the Purchase Transaction at the Closing with respect such Seller’s Purchased Membership Interest, with the result that, together with the completion of the PVFE Transaction, Buyer shall, directly or indirectly, hold 100% of the Membership Interests of Val-E. (l) 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, ruling or charge in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement; Agreement or (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall have been obtained;be in effect). (vm) the Each Seller shall have delivered to Buyer a certificate to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in paragraphs (b) and (c) of this Section 9(a)(i)-(iv) are 5.1 is satisfied in all respects, and that, to the knowledge of such Seller, each of the conditions specified in paragraph (B) the resolution(sl) of this Section 5.1 is satisfied in all respects to the extent applicable to such Seller's board . (n) Each Seller shall have delivered a withdrawal form reasonably acceptable to Buyer in form and content indicating that such Seller has withdrawn from Val-E and is no longer a member of directors authorizing Val-E. (o) Each Seller shall cause each person it has appointed to the Seller's execution, delivery and performance of Val-E Board to resign from the Agreement and all matters in connection with the Agreement and transactions contemplated therebyVal-E Board as a Manager, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same such resignations shall be in full force form and effect;content reasonably acceptable to Buyer. (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xp) All actions to be taken by each of the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 5.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(ass.3(a) and ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Company shall not have procured all of the Required Consents, all of the title insurance commitments, policies, and riders specified in ss.5(h) above, and all of the surveys specified in ss.5(h) above; (iv) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Shares and to control the Company, or (D) have a Material Adverse Effect upon the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates a certificate, duly executed by the responsible officer or the secretary of the each Seller, as applicable, certifying (A) to the effect that each of the conditions specified above in Section 9(a)(i)-(ivss.7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Xxxx X. Manta shall have entered into the agreements an Employment Agreement in the forms form of Exhibit E-1 attached hereto, Xxxxxxx X. Xxxxxx shall have entered into an Employment Agreement in the form of Exhibit E-2 attached hereto, Xxx X. Manta shall have entered into an Employment Agreement in the form of Exhibit E-3 attached hereto, Xxxxx XxXxxxx shall have entered into an Employment Agreement in the form of Exhibit E-4 attached hereto, Xxx X. Xxxxxxxx shall have entered into an Employment Agreement in the form of Exhibit E-5 attached hereto, Xxx Xxxxxxxxx shall have entered into an Employment Agreement in the form of Exhibit E-6 attached hereto, Xxxx Xxxxxxxxx shall have entered into an Employment Agreement in the form of Exhibit E-7 attached hereto, and Xxxxxx X. Manta shall have entered into a Consulting Agreement in the form of Exhibit L attached hereto. (vii) each of the Sellers shall have executed and delivered to the Buyer a General Release in favor of the Company in form and substance as set forth in Exhibit F attached hereto (A) Exhibit G (Agreement Amending the Warrants"General Release"), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) each of the Sellers shall have entered into a Registration Rights Agreement with the Buyer in form and substance as set forth in Exhibit G attached hereto (the "Registration Rights Agreement"), and the same shall be in full force and effect; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in the form and substance as set forth in Exhibit L H attached hereto, addressed to the Buyer, and dated as of the Closing Date, subject to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form changes as may be attached hereto as Exhibit Kreasonably made by the legal opinion committee of counsel to Sellers, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act which changes shall be reasonably acceptable to transfer the Shares, Unsecured Notes or the Warrants counsel to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; (xi) The Company shall have terminated and obtained appropriate releases in form and substance acceptable to the Buyer in its sole and absolute discretion of the following: (1) guaranties of indemnity agreements for bonding purposes of Persons other than the Company, including, but not limited to, any and all guaranties of obligations of CUBS Construction, Inc. and Golf Corporation including, but not limited to, bond guaranties, and any and all other guaranties, (2) existing employment agreements with Xxxxxxx X. Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx and Xxx Xxxxxxxxx, (3) deferred compensation agreements with Xxxx X. Manta, Xxxxxx X. Manta, Xxx X. Manta and Xxxxxx Xxxxxxx, (4) all security interests in and pledges of the Shares including, but not limited to, pledges of certain of the Shares to Xxxx X. Manta and (5) any existing agreements by, among, or between the Sellers relating to securities of the Company, other than the Company's By-laws and Articles of Incorporation (provided that any and all transfer restrictions set forth in such By-laws and Articles of Incorporation shall have been waived by all of the Sellers and the Company prior to the Closing Date); (xii) all actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to be provided by the Company and/or the Sellers in order to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (xiii) The Sellers shall have delivered the acknowledgments of Golf Corporation and CUBS Construction required pursuant to ss.5(j)(i) hereof and the condition regarding the payment of the Seller Receivables at Closing, as referenced in ss.5(j) (i) shall have been satisfied; (xiv) The Sellers shall have delivered the Assignment Agreement regarding the lease of the warehouse located at 000 000xx Xxxxxx, Xxxxxxx, Xxxxxxx required pursuant to ss.5(j)(iii) hereof and the same shall be in full force and effect; (xv) The Sellers shall have delivered the Xxxx X. Manta Waiver; (xvi) The Sellers shall have delivered evidence of the termination of insurance and bonding coverage of GOLF Corporation and CUBS Construction and the indemnity agreement referenced in ss.5(j)(ii); (xvii) The Sellers shall have delivered to the Buyer a certificate, duly executed by Xxx X. Xxxxxxxx, to the effect that no offers of securities have been made to Xx. Xxxxxxxx in the State of California; and (xixviii) The Buyer Sellers shall have had the opportunity executed and delivered to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement Buyer any and satisfy itself that no material commercial risk will be transferred with respect all documents necessary to assign to the SharesCompany (or any beneficiary designated by the Company) and to terminate all of Sellers' right, Unsecured Notes title and Warrants as a result of the dispute described therein interest in: (i) all insurance policies included in the event that Company's Most Recent Financial Statements; and (ii) any additional insurance policies identified in Exhibit 4(y)(A) to the Closing shall occurDisclosure Schedule as owned by the Company. The Buyer may waive any condition specified in this Section 9(ass.7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section §3(a) and (c) and §4(I) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Target and the Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Parties shall not have procured all third party consents; (iv) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Target Shares and to control the Target, or (D) affect adversely the right of the Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Target shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv) are this Agreement is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Parties shall have entered into the agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase this Agreement) and attached hereto and the same shall be in full force and effect; (vii) Both Xxxx Xxxxxxxxx and Xxxx Xxxxxxx shall have executed Employment Agreements with Buyer as provided in this Agreement and the Exhibit “L” and Exhibit “M”, along with Buyer’s standard form of Confidentiality and Intellectual Property Agreement, and Xxx Xxxx and Xxxxx Xxxx shall have executed Buyer’s standard form of Confidentiality and Intellectual Property Agreement and shall have accepted employment pursuant to the offers in Exhibit “N” and Exhibit “O”, respectively; (viii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Target an opinion in the form and substance as set forth in Exhibit L “G” attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Sellers 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; (x) the Buyer shall have received evidence satisfactory to it of the cancellation, termination or revocation of all outstanding options, warrants or other rights of any third party (including Sellers) to purchase Target Shares; (xi) Target shall have utilized all available cash to pay any and all deferred salaries to Target’s employees as applicable, subject to reasonable reserves held for the payment of expenses related to this transaction contemplated by this Agreement, to be agreed upon by Buyer and Target; and (xixii) The Buyer shall have had the opportunity to conduct a reasonable investigation At least 90% of the matters set forth in Schedule 3(a)(viii) common stock of this Agreement and satisfy itself that no material commercial risk Target will be transferred available to be acquired by Buyer in accordance with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurthis Agreement. The Buyer may waive any condition specified in this Section 9(a§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Buyer) on and as of the Closing Date of each of the following conditions: (a) (i) Each of GP, Newco and the Company shall have performed and satisfied in all material respects each of its agreements and obligations set forth in this Agreement required to be performed and satisfied by each of them on or prior to the Closing Date; (ii) the representations and warranties set forth of GP contained in Section 3(athis Agreement that (A) above are not qualified by materiality, Material Adverse Effect or dollar thresholds shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, as if made at and as of such date and (B) are qualified by materiality, Material Adverse Effect or dollar thresholds shall be true and correct in all respects as of the Closing Date, as if made at and as of such date, except in each case of (A) and (B) that those representations and warranties which are made as of a specific date or only with respect to a specific period of time shall be true and correct in all material respects or true and correct in all respects, as applicable, only as of such date or with respect to such time period; and (iii) the Buyer shall have received a certificate signed by an authorized officer of each of GP, Newco and the Company to the effect that foregoing effect. (ub) The waiting period applicable to the Seller need not give any notice topurchase and sale of the Newco Shares under the Antitrust Laws shall have been terminated or shall have expired and all Consents and third party consents set forth on Schedule 8.1(b) shall have been obtained or made. (c) No temporary restraining order, make any filing withpreliminary or permanent injunction, cease and desist order or other legal restraint or prohibition preventing the purchase and sale contemplated hereby or the consummation of the transactions to be effected by the Buyer at the Closing shall be in effect, and no actions, suits, proceedings, orders, investigations or claims seeking to prevent the purchase and sale contemplated hereby or the consummation of the transactions to be effected by the Buyer shall be pending or threatened in writing. (d) The Company shall have entered into the Senior Credit Facility, shall have drawn the amounts necessary to fund the Closing Contribution Cash Consideration and the payment of the fees and expenses pursuant to Section 7.5, and the Closing Contribution Cash Consideration shall have been distributed to GP. (e) The transactions contemplated by the Reorganization shall have been consummated. (f) There shall have occurred no Material Adverse Change since December 29, 2001 except to the extent (i) set forth on Schedule 4.17, (ii) specifically reflected on the Latest Balance Sheet, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions (iii) specifically contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;. (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xig) The Buyer shall have had the opportunity received those items to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) be delivered to it pursuant to Article III of this Agreement. (h) Newco shall have adopted the Restated Charter. (i) The Stockholders Agreement shall have been executed and satisfy itself that no material commercial risk will be transferred with respect to delivered by each of GP, Newco and the SharesBuyer. (j) The Registration Agreement shall have been executed and delivered by each of GP, Unsecured Notes Newco and Warrants as a result the Buyer. (k) The Transition Services Agreement shall have been executed and delivered by each of GP and the dispute described therein in Company. (l) The Secured Liquidity Facility shall have been executed and delivered by each of GP and the event that Company. (m) The Human Resources Agreement shall have been executed and delivered by each of GP, Newco and the Closing Company. (n) The IT Support Services Agreement shall occur. have been executed and delivered by each of GP and the Company. (o) The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to shall have received the ClosingReal Estate Deliveries.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (iA) the representations and warranties set forth in Section 3(a) above section 3 shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiC) there Seller shall not have procured all of the third party consents and timely provided the notices specified in section 5.2 above; (D) 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 in effect preventing would: (1) prevent consummation of any of the transactions contemplated by this Agreement; , (iv2) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (3) if true, make any of the Agreement shall have been obtainedrepresentations or warranties set forth in section 3, not true or not correct; or (4) affect adversely the right of the Buyer to own the Equipment or utilize any part of the Equipment in Buyer’s business; (vE) the Seller Seller’s President shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(ivthis sections (A) through (D) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;; and (viF) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) section 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby is subject to the satisfaction of the following further conditions: (a) The Seller shall have performed all of its obligations hereunder required to be performed by it in connection with on or prior to the Closing is subject to satisfaction of the following conditions:Date in all material respects; (ib) the The representations and warranties set forth of the Seller contained in Section 3(athis Agreement (1) above that are qualified by materiality or Material Adverse Effect shall be true at and correct as of the Closing Date as if made at and as of such date, and (2) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing DateDate as if made at and as of such time; (iic) the Seller The Buyer shall have performed received all documents required to be delivered pursuant to Section 2.02(a) and complied with Section 2.06 and the irrevocable instructions to the Trustee set forth in Section 2.03, all of their covenants hereunder duly executed and in all material respects through form and substance reasonably satisfactory to the ClosingBuyer; (iiid) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the The Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the SellerCompany, as applicable, certifying (A) that each shall have received the consents, authorizations or approvals from the trustee and/or the holders of the conditions specified debentures of Ormat Technologies and the Governmental Authorities, banks or other financial institution which are set forth on Schedule 6.01(d), in Section 9(a)(i)-(iv) are satisfied each case in all respects, (B) form and substance reasonably satisfactory to the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyBuyer, and no such consent, authorization or approval shall have been revoked; (Ce) the incumbency of the officer of the Seller executing the Agreement and all other documents Bank Hapoalim shall have executed and delivered in connection therewiththe letter attached hereto as Schedule 6.01(e) (the "Bank Hapoalim Letter"); (vif) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectIntentionally deleted; (viig) the Buyer No order, stay, decree, judgment or injunction shall have received: (A) from Hungarian Counsel been entered, issued or enforced by any court of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate competent jurisdiction prohibiting the transactions contemplated by this Agreement, or if and no action shall have been taken by any Governmental Authority that makes the consummation of any of such notice filing, authorization, consent or approval is needed, it has been gained or obtained, transactions illegal; (vh) any arbitration award in favor of Bank Hapoalim shall have consummated all the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters transactions set forth in the second sentence of Section 3(a)(ii) of the Agreement Bank Hapoalim Letter and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer Bank Loan in accordance with the Agreementtherewith; (viiii) The price per Company share as recorded on the TASE on the each of the five trading days prior to Closing Arrangements set forth in Exhibit J attached hereto shall not be lower than NIS 14.30; (j) There shall have been implemented in full no Material Adverse Effect between the date hereof and the Closing, the effect of which on the Company's value has not been fully cured prior to the Closing Date. (k) The Buyer and the Company shall have obtained the approval of the Israeli Restrictive Trade Practices Authority, which shall not include, based on the Buyer's satisfactionsole discretion, any burdensome terms or conditions applicable to any entity controlled by the Buyer or the Fund or any of their Affiliates. (l) The GM shall have approved and ratified all of the following issues: (1) the amendment of the Company's Articles of Association such that, as of the Closing, the maximum number of members of the Company's board of directors (the "Board") shall be increased to ten (10); (2) the appointment, effective as of and subject to the Closing, of four (4) members designated by the Buyer, which together with the four (4) members designated by the Seller, shall constitute the full Board, excluding the External Directors; and (3) the execution of indemnification agreements, in favor of each of the directors and officers of the Company, including those designated by the Buyer, effective as of immediately after the Closing Date; (4) the approval of run-off insurance to the current directors and officers of the Company for a period of seven years following the Closing, to the extent required; (5) the appointment, effective as of the Closing, of one External Director designated by the Buyer, which together with the other directors designated by the Buyer shall constitute 50% of the members of the Board (including the External Directors); provided however that in the event that any of 1, 2, or 5 shall not have been approved, the Seller shall cause directors appointed on its behalf to resign, such that the total number of directors appointed by the Buyer shall constitute 50% of the members of the Board, (including the External Directors), and (6) the purchase by the Company of all of the Company Ordinary Shares held by Solmat pursuant to which such shares shall become dormant on or before the Closing; and (m) Seller's holdings (individually or together with others, including for the avoidance of doubt Seller acknowledges and agrees that unless and until doubt, the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken 200 Company Ordinary Shares held directly by the 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 (xiSeller’s shareholders) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or immediately prior to the ClosingClosing Date shall not be higher than 39,933,983 Company Ordinary Shares (i.e., 34.27% of the Company's issued share capital on a Fully Diluted Basis). (n) The Seller shall have delivered the Shareholders Rights Agreement duly executed by it.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties set forth in Section 3(a) above Article 4 shall be true and correct in all material respects at and as of the Closing Date; (iib) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) there shall not be any no injunction, judgment, order, decree, ruling, ruling or charge shall be in effect preventing which purports to prevent consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (vd) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(iv7.1(a) are through 7.1(c) is satisfied in all respects, ; (Be) the resolution(sSeller shall have executed and delivered (or tendered subject to Closing) the Seller’s Closing Documents; (f) the Seller shall have delivered resolutions of the Seller's board ’s Board of directors Directors duly authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebythis Agreement, and (C) the incumbency consummation of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementhereby, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated certified as of the Closing Date (y) covering by the matters set forth Seller’s Secretary as having been duly adopted and being in full force and effect and unmodified on the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementClosing Date; (viiig) the Closing Arrangements set forth in Exhibit J attached hereto Seller shall have been implemented delivered a certificate of incumbency certified by the Seller’s Secretary verifying the office and authority of the Seller’s officer(s) and any other authorized signatory at Closing; (h) the Seller shall have delivered a legal opinion of Arent Fox LLP addressed to the Buyer and dated the Closing Date, in full customary form for transactions of this type and reasonably acceptable to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ixi) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) subject to Section 5(e) hereof, the representations and warranties set forth in Section 3(a) 3 above shall be true and correct on the date hereof and on the Closing Date as though made on such date without regard to any materiality or Material Adverse Effect qualifiers, except to the extent that failures of such representations and warranties, individually or in all material respects at the aggregate, to be so true and correct do not or would not have, individually or in the aggregate, a Material Adverse Effect; provided, however that the representations and warranties contained in Sections 3.1(f) (Subsidiaries) and 3.1(h) (No Material Adverse Effect) shall be true and correct as of the date hereof and as of the Closing Date;Date as if made at and as of such date. (ii) the Seller Solo Parties shall have performed and complied with all of their pre-closing covenants hereunder under Section 5 of this Agreement in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller Solo Parties shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iii) are is satisfied in all respects, ; (Bv) all applicable waiting periods (and any extensions thereof) under the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithXxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vi) the relevant parties Solo Parties shall have entered into executed and delivered to Buyer the agreements transitional agreement in the forms form and substance as set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and EXHIBIT F attached hereto (the “Transition Services Agreement”) and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Solo Parties 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 shall have been taken or obtained; (viii) Buyer shall have obtained the Debt Financing described in form and substance Section 4(e) on substantially the terms as contemplated by the Debt Financing Documents, provided that any failure of the Buyer to obtain the Debt Financing is not due to the BuyerLender refusing to provide the Debt Financing because of (A) a competing offering, placement, or arrangement or any debt securities or bank financing by or on behalf of the Buyer or any affiliate thereof or (B) the failure of Buyer or any of its affiliates to subordinate management fees; (ix) the Required Consents shall have been obtained; and (xix) The the consent, if any, required for Buyer to become a party to each of the CBAs on terms no less favorable than those in effect as of the date hereof shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurbeen obtained. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall have procured all of the third party consents specified in Section 4(c) above, including but not limited to those relating to transmitter and studio leases, all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv5(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) each of the Assignment Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Postclosing Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the relevant parties shall have entered into the Tower Lease Agreement; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in with respect to the form matters set forth in Exhibit L F attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect;and (x) All all actions to be taken by the Seller in connection with the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Sellers and the Company shall not have procured all of the third party consents specified in Section 5(c) above, all of the title insurance commitments, and endorsements specified in Section 5(o) above, and all of the surveys specified in Section 5(p) above; and Sellers shall have assisted the Buyer in obtaining all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the Transfer Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the Buyer shall have received from counsel to the Sellers an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Buyer and dated as of the Closing Date; (viii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Postclosing Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date officers and directors of the this Agreement, no event or events Company shall have occurred which tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities to the Company and all shall have had or reasonably may be expected to have a Material Adverse Effectreleased the Company of all Liabilities; (x) All the Sellers and the Company shall have paid or obtained the release of all Liabilities of the Company existing at the Closing Date including, but not limited to, indebtedness for borrowed money and trade accounts payable and all Liabilities to the Sellers, but excluding obligations not yet due and payable under long-term leases and contracts identified in Section 4(l) of the Disclosure Schedule; and (xi) all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i1) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii2) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii3) there the Seller (with cooperation from the Buyer as set forth in Section 6) shall not have procured all of the consents specified in Schedule 7; (4) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (C) affect materially and adversely the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets and operate the former business of the Seller; (v5) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(1)-(4) are is satisfied in all respects, ; (B6) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents shall have executed and delivered in connection therewithto the Buyer all instruments and documents required to be delivered under Section 2(g)(3) above; (vi7) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 in accordance with the terms of this Agreement or otherwise reasonably satisfactory in form and substance to the Buyer; (8) The Buyer’s Affiliates shall have obtained the Buyer Affiliate Regulatory Approvals; and (xi9) The Buyer All governmental authority approvals for the HSR Act filings described in Section 6(b) shall have had been obtained, or the opportunity to conduct a reasonable investigation of applicable waiting period under the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing HSR Act shall occurhave expired or been terminated. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall have procured all of the third party consents specified in Section 4(c) above, which the Buyer identifies by March 31, 1997 as being material (including but not limited to all studio and transmitter site leases) and the Buyer shall have received all of the title insurance commitments, and endorsements specified in Section 4(o) above, all of the surveys specified in Section 4(p) above; and all the Phase I environmental site assessments described in Section 4(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv5(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) each of the Assignment Applications shall have been approved by a Final Order of the FCC, and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Postclosing Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the Buyer shall have received: (A) received from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, counsel to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order an opinion with respect to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel Exhibit E attached hereto, addressed to the Seller, an opinion in the form as may be attached hereto as Exhibit K, Buyer and dated as of the Closing Date (y) covering the matters set forth or, in lieu thereof, opinions from Seller's corporate, FCC and local counsel which, in the second sentence aggregate, are the equivalent of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceE; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) (A) the representations and warranties set forth of the Seller contained in Section Sections 3(a) above and 4 shall be true and correct in all material respects at and (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing Date; (iiexcept for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date, except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) result in Adverse Consequences constituting (in the aggregate) less than a Material Adverse Effect, and (B) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closingwith all of its covenants and agreements hereunder; (iiiii) there shall must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) all necessary governmentalif there has been damage, shareholder and third party consents and approvals destruction or condemnation of the type described in connection with the transactions contemplated first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Agreement shall have been obtainedSeller; (v) the Seller shall have delivered delivered, or caused to be delivered, to the Buyer certificates executed the unaudited financial statements of the Javelina Partnerships reviewed by the responsible officer or the secretary auditors of the SellerJavelina Partnerships for the period ending June 30, as applicable2005, certifying (A) that each and if Closing is after October 31, 2005, the unaudited financial statements of the conditions specified Javelina Partnerships reviewed by the auditors of the Javelina Partnerships for the calendar quarter ending September 30, 2005, all in conformance with the requirements set forth in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith5(b)(ii); (vi) the relevant parties Seller shall have entered into delivered, or caused to be delivered, to the agreements in Buyer each Transaction Agreement to which any Seller Party is a party and, to the forms set forth in (A) Exhibit G (Agreement Amending extent the Warrants)Seller has the Legal Right, (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect;any Javelina Partnership is a party. (vii) the Buyer Seller shall have received: (A) from Hungarian Counsel of the Sellerdelivered, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Dateor caused to be delivered, to the effect that (u) Buyer evidence of the Seller need not give any notice to, make any filing with, resignation or obtain any authorization, consent, or approval removal of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and officers (x) of the matters set forth in Section 3(a)(iAcquired Companies (other than the Javelina Partnerships) and the first and third sentences of Section 3(a)(ii(y) of the Agreement; and (B) from US Counsel Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller, Seller within a reasonable period of time before Closing as an opinion in the form as may officer that will be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance continuing with the Agreementapplicable Acquired Company in that capacity after the Closing; (viii) each of the Closing Arrangements set forth in Exhibit J attached hereto Commercial Agreements shall have been implemented in full to executed and delivered by each of the Buyer's satisfactionparties thereto; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this with respect to each Other Purchase Agreement, no event or events the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by simultaneously with the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurClosing. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the The representations and warranties set forth in Section 3(a) 3 and Section 4 above shall be true true, correct and correct complete in all material respects at and as of the Closing DateDate (and any representation or warranty that is qualified as to materiality in Sections 3 or 4 shall be deemed to be without such qualification for purposes of the foregoing); (iib) the The Seller shall have performed and complied with all of their the Seller's covenants hereunder in all material respects through the Closing; (iiic) there The Company shall not have procured all of the third party authorizations, approvals and consents referred to in Section 4.3 above; (d) 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement; ; (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) affect adversely following consummation of the Agreement right of the Buyer to own stock in the Merger Subsidiary and to control the Company; or (iv) materially and adversely affect the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (ve) the The Seller shall have delivered to the Buyer certificates executed by a Seller's Certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7.1(a)-(d) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithis satisfied; (vif) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) Shareholders of the Buyer shall have received: approved by the requisite majority vote (A) from Hungarian Counsel as required by the Bylaws of the SellerBuyer, a legal opinion in Delaware corporate law and the form set forth in Exhibit L attached heretorules of any applicable securities exchanges) the Merger and the issuance of the Buyer's Stock at the Shareholder Meeting as provided herein; (g) The Seller shall have delivered to the Buyer the resignations of all directors and officers of the Company, and dated all to be effective as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementClosing; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xh) All actions to be taken by the 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 counsel to the Buyer; (i) There shall have been delivered to the Buyer an opinion of counsel to the Seller, dated the Closing Date, in substantially the form of Exhibit 2.2(f) hereof; (j) The Seller shall deliver to the Buyer all stock record books, minute books and corporate seals, if any, of the Company; (k) The Company shall have executed and delivered to the Buyer the Articles of Merger in substantially the form of Exhibit 2.2(g) hereof; (l) The Seller shall have executed and delivered to the Buyer the Employment Agreement and the Noncompetition Agreement in substantially the forms of Exhibit 2.2(h) hereof; (m) There shall have been no material damage, dilution, diminution, or destruction to any of the Company's assets, properties or businesses, or any material adverse change affecting the assets, properties, business or condition, financial or otherwise, of the Company; and (xin) The Buyer Seller shall have had executed and delivered such other instruments and agreements as have been reasonably requested by the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurBuyer. The Buyer may waive any condition specified in this Section 9(a) 7.1, if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (iii) there the Seller and the Company shall not have procured all of the third party consents specified in Section 5(c) above, the Buyer shall have received all of the title insurance commitments, and endorsements and title opinions specified in Section 5(o) above, all of the surveys specified in Section 5(p) above; and all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Transfer Applications shall have entered into been approved by a Final Order of the agreements in FCC and the forms Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectDisclosure Schedule; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in with respect to the form matters set forth in Exhibit L C attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) subject to Section 7(b), the Closing Arrangements set forth in Exhibit J attached hereto officers and directors of the Company shall have been implemented in full tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities owed by them to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges Company and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer all shall have no obligation whatsoever released the Company of all Liabilities owed to pay them by the Purchase Price;Company; and (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth of the Seller contained in Section 3(a) above shall this Agreement, including Article 4, must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality, monetary amount, value or concepts of similar import) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), except to the extent such inaccuracies, violations or breaches would not, or could not reasonably be expected to, result in a Seller Material Adverse Effect; (ii) the Seller shall must have performed and complied with all of their covenants hereunder in all material respects with its covenants hereunder through the Closing; (iii) the Seller must have timely delivered all items required to be delivered at Closing pursuant to Section 2(d); (iv) there shall must not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by the Agreement shall have been obtainedthis Agreement; (v) the Seller shall must have delivered obtained all consents and waivers set forth on Schedule 7(a)(v) (collectively, the “Seller Required Consents”), in form reasonably acceptable to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithBuyer; (vi) the relevant parties Business shall not have entered into experienced any damage, loss, destruction, condemnation, forfeiture or seizure of the agreements type described in Section 5(e) in an aggregate Damage Amount in excess of the forms set forth in (Aamount for which such Section 5(e) Exhibit G (Agreement Amending permits the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectBuyer to elect to not close; (vii) the Buyer Poseidon Waiver Letter shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion remain in the form set forth in Exhibit L attached hereto, full force and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;its terms and shall not be terminated; and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt no Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events Material Adverse Effect shall have occurred which have had or reasonably may and be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurcontinuing. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) (A) the representations and warranties set forth of the Seller contained in Section Sections 3(a) above and 4 shall be true and correct in all material respects at and (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing Date; (iiexcept for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date, except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) result in Adverse Consequences constituting (in the aggregate) less than a Material Adverse Effect, and (B) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closingwith all of its covenants and agreements hereunder; (iiiii) there shall must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) all necessary governmentalif there has been damage, shareholder and third party consents and approvals destruction or condemnation of the type described in connection with the transactions contemplated first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Agreement shall have been obtainedSeller; (v) the Seller shall have delivered delivered, or caused to be delivered, to the Buyer certificates executed the unaudited financial statements of the Javelina Partnerships reviewed by the responsible officer or the secretary auditors of the SellerJavelina Partnerships for the period ending June 30, as applicable2005, certifying (A) that each and if Closing is after October 31, 2005, the unaudited financial statements of the conditions specified Javelina Partnerships reviewed by the auditors of the Javelina Partnerships for the calendar quarter ending September 30, 2005, all in conformance with the requirements set forth in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith5(b)(ii); (vi) the relevant parties Seller shall have entered into delivered, or caused to be delivered, to the agreements in Buyer each Transaction Agreement to which any Seller Party is a party and, to the forms set forth in (A) Exhibit G (Agreement Amending extent the Warrants)Seller has the Legal Right, (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectany Javelina Partnership is a party; (vii) the Buyer Seller shall have received: (A) from Hungarian Counsel of the Sellerdelivered, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Dateor caused to be delivered, to the effect that (u) Buyer evidence of the Seller need not give any notice to, make any filing with, resignation or obtain any authorization, consent, or approval removal of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and officers (x) of the matters set forth in Section 3(a)(iAcquired Companies (other than the Javelina Partnerships) and the first and third sentences of Section 3(a)(ii(y) of the Agreement; and (B) from US Counsel Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller, Seller within a reasonable period of time before Closing as an opinion in the form as may officer that will be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance continuing with the Agreementapplicable Acquired Company in that capacity after the Closing; (viii) each of the Closing Arrangements set forth in Exhibit J attached hereto Commercial Agreements shall have been implemented in full to executed and delivered by each of the Buyer's satisfactionparties thereto; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this with respect to each Other Purchase Agreement, no event or events the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by simultaneously with the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurClosing. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Buyer shall have received (A) all of the third party consents specified in Section 4(d) above with respect to material contracts (which shall be identified by double asterisks in Section 2(l) of the Disclosure Schedule), including but not limited to those relating to transmitter and studio leases; (B) all of the title insurance commitments, and endorsements specified in Section 4(p) above; (C) those Surveys specified in Section 4(q) above; and (D) all the Phase I environmental site assessments described in Section 4(r) above; (iv) no action, suit, or proceeding shall be pending or threatened in writing before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially affect adversely the Agreement right of the Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate (without qualification as to Knowledge or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv5(a)(i)-(iv) are is satisfied in all material respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) each of the Assignment Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Post Closing Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in with respect to the form matters set forth in Exhibit L G attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Section 5(b) above and the deliveries as set forth in Section 2(e) above; (iv) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely and materially the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets and to operate the former businesses of the Seller; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary receipt of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing audited Financial Statements for the Seller's executionyear ended July 31, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith2001; (vi) the relevant parties Seller and the Buyer shall have entered into the agreements received all authorizations, consents, and approvals of governments and governmental agencies, if any, referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection 3(c) and (CSection 4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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; (viii) preliminary due diligence shall have been completed to the satisfaction of Buyer not later than October 22, 2001 and no material adverse due diligence has been discovered by Buyer prior to the Closing; (ix) compliance with miscellaneous covenants in Paragraph 9 and elsewhere in this Agreement; (x) compliance with the various money obligations including Promissory Notes, as set forth previously in this Agreement; and (xi) The receipt by Buyer shall have had the opportunity of all schedules and exhibits to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement agreement on or before October 14, 2001 and satisfy itself that no approval thereof by Buyer not later than October 22, 2001 with final schedules and exhibits without material commercial risk will be transferred with respect changes received by Buyer prior to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurClosing. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Sellers and the Company shall not have procured all of the third party consents specified in Section 5(c) above, all of the title insurance commitments, and endorsements specified in Section 5(o) above, and all of the surveys specified in Section 5(p) above; and Sellers shall have assisted the Buyer in obtaining all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the Transfer Application shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals, if any, required to transfer control of all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the Buyer shall have received from one or more legal counsel to the Sellers an opinion or opinions with respect to the matters set forth in Exhibits D, D-1, and D-2 attached hereto or such other form reasonably satisfactory to Buyer, addressed to the Buyer and dated as of the Closing Date; (viii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Retainage Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date officers and directors of the this Agreement, no event or events Company shall have occurred which tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities to the Company and all shall have had or reasonably may be expected released the Company of all Liabilities owed to have a Material Adverse Effectsuch persons; (x) All the Sellers and the Company shall have paid or obtained the release of all Liabilities of the Company existing at the Closing Date including, but not limited to, indebtedness for borrowed money and trade accounts payable and all Liabilities to the Sellers, but excluding obligations not yet due and payable under long-term leases and contracts identified in Section 4(l) of the Disclosure Schedule; and (xi) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all agreements, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory executed and delivered at Closing in form and substance reasonably satisfactory to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the ClosingClosing or otherwise elects to close without such condition having been met.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions: (ia) the representations and warranties of the Seller set forth in Section 3(a) above this Agreement shall be true and correct in all material respects at and as of the Closing DateClosing; (iib) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) there shall not be any injunction, judgment, order, decree, rulingstipulation, injunction or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (ivd) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same no litigation shall be in full force and effect; pending (viii) challenging or seeking to delay the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval consummation of any government or governmental agency in order to consummate of the transactions contemplated by this Agreement, or if such notice filing(ii) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement; (e) the Buyer shall have received the resignations, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor effective as of the Buyer obtained pursuant Closing Date, or evidence of removal as of the Closing, of the Incumbent Directors as directors of CompCare and each subsidary thereof, and from any other offices the Incumbent Directors hold with respect to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and CompCare or any subsidary thereof; (xf) the matters Buyer shall have received the documents set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel 2.4 required to be delivered by the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;; and (viiig) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes 6.1 by a writing so stating delivered to the Seller at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the reasonable satisfaction or waiver of the following conditions: (i) 7.1.1 as of the representations date hereof and warranties set forth in Section 3(a) above shall be true and correct in all material respects at as of the Closing Date as though made on and as of the Closing Date, each of the representations and warranties of the Seller contained in this Agreement shall be true and correct, and for purpose of satisfying the obligation of Buyer to Close only, each of such representations and warranties that is not qualified as to materiality (including Material Adverse Effect) shall be true and correct except for any failure of the same to be true and correct that would not reasonably be expected to have a Material Adverse Effect with respect to the Purchased Assets, the Business, or the ability of the Seller to perform its obligations under this Agreement, as of the Closing Date as though made again on and as of the Closing Date (except for any particular representation and warranty made only as of a specified date); (ii) 7.1.2 the Seller shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) 7.1.3 there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) 7.1.4 the Seller shall have delivered to the Buyer certificates executed by an officer’s certificate to the responsible officer or the secretary effect that to best of the Seller, as applicable, certifying (A) that such officer’s knowledge each of the conditions specified in Section 9(a)(i)-(iv) are Sections 7.1.1 and 7.1.2 is satisfied in all respects; 7.1.5 all necessary filings and notifications under the HSR Act shall have been made, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyincluding any required additional information or documents, and (C) the incumbency of waiting period referred to in such act applicable to the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithtransaction shall have expired or been terminated; (vi) 7.1.6 all Governmental and third party consents and authorizations, which are specified in Schedule 7.1.6, required for the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel consummation of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has Agreement shall have been gained or obtained, (v) any arbitration award in favor of ; 7.1.7 the Buyer obtained pursuant shall have received the deliveries to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) received by the matters Buyer set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement2.9.1; (viii) the Closing Arrangements set forth in Exhibit J attached hereto 7.1.8 No Material Adverse Effect shall have been implemented in full to occurred and be continuing; and 7.1.9 the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever received the Title Commitments and the Title Company shall be prepared to pay issue the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closingowner’s title insurance policies based on same.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into side agreements listed on Exhibit D; (v) the agreements in Sellers will pay all payments due and payable prior to the forms set forth in (A) Exhibit G (Agreement Amending Closing Date under the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto First Mortgage with third party written verification that all payments have been made and the same outstanding principle balance of the First Mortgage. (vi) The Sellers shall be have delivered third-party written verification that (a) all insurance premiums, property taxes and utilities relating to the Property and attributable to the period on or prior to the Closing Date shall have been paid in full force and effect;full; (b) that the Target shall have no liability under the second mortgage currently effecting the Property (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Sellers 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Sellers set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer will have received a certificate signed by the Sellers to such effect. (iib) Each of the Seller Sellers and the Company will have performed all of the covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of each of the Sellers and the Company to consummate the Acquisition or perform its other obligations hereunder. The Buyer will have received a certificate signed by the Sellers to such effect. (c) The Buyer shall have performed completed its business, accounting and complied with all legal due diligence review of their covenants hereunder in all material respects through the Closing;Company and the Business, its assets and liabilities, and the results thereof shall be reasonably satisfactory to the Buyer. (iiid) there There shall not be have been any injunctionoccurrence, judgmentevent, orderincident, decreeaction, rulingfailure to act, or charge in effect preventing consummation of any transaction since the date of the transactions contemplated by this Agreement;Interim Financial Statements which has had or is reasonably likely to cause a Material Adverse Effect. (ive) All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated, and the parties hereto will have received all necessary governmentalother authorizations, shareholder and third party consents and approvals of all Governmental Entities in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect. (g) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers. (h) The Sellers shall have obtained releases of any liens, charges or encumbrances against any of the assets of the Company, at the Sellers’ expense. (i) The Buyer shall have received such pay-off letters and releases relating to the indebtedness as it shall have requested, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same such pay-off letters shall be in full force form and effect;substance satisfactory to it. (viij) the The Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in form and substance reasonably satisfactory to the form set forth in Exhibit L attached heretoBuyer, addressed to the Buyer and dated as of the Closing Date, . (k) The Company shall have delivered evidence reasonably satisfactory to the effect that Buyer of the Company’s corporate organization and proceedings and its existence in the jurisdiction in which it is incorporated, including evidence of such existence as of the Closing. (ul) The Buyer shall have obtained on terms and conditions satisfactory to it all of the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor hereby and fund the working capital requirements of the Company after the Closing. (m) The Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) shall have entered into an employment agreement with each of the Agreement; Sellers. The employment agreements will contain such material terms and (B) from US Counsel to the Seller, an opinion in the form conditions as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J D attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated incorporated herein by this Section 9(a)(viii)reference, Buyer shall have no obligation whatsoever to pay together with any other terms and conditions as may be mutually agreed by the Purchase Price;Parties. (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xn) All actions to be taken by the Seller Sellers 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in Section 3(a) ss.3 above shall be true and correct in all material respects at and as of the Closing Date; ; (iiiv) the Seller Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; ; (iiiv) there shall not be any injunction, judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; ; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (vvi) the Seller Target shall have delivered to the Buyer certificates executed by a certificate of affidavit to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivss.6(a)(i)-(v) are is satisfied in all material respects; (vii) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebySecurities Act, the Securities Exchange Act, and applicable Nevada Law; (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements viii)the Buyer Shares that will be issued in the forms set forth in (A) Exhibit G (Agreement Amending Merger to the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same existing Target shareholders shall be in full force and effect; validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (viiix) that the Buyer shall have received: has presented to Target a fully signed and executed Option Agreement between the Buyer's President (AKirk J. Girrbach) from Hungarian Counsel xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock of the SellerBuyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a legal opinion two year period, in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and exchange for consulting services; (x) that the matters set forth in Section 3(a)(iBuyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the first Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and third sentences executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of Section 3(a)(ii) freely tradable stock of the AgreementBuyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (Bxii) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Target 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. (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(aa) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) 6.1.1 this Agreement and the Merger shall have been approved by the unanimous written consent of the shareholders of Target; 6.1.2 Target and its Subsidiaries shall have procured all of the third party consents specified in Section 5.2 above; 6.1.3 the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) 6.1.4 the Seller Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there 6.1.5 no action, suit, or proceeding shall not 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of the Target, or (D) affect adversely the right of any of the former Subsidiaries of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) 6.1.6 the Seller Target shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv) are Sections 6.1.1 through 6.1.5 is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) 6.1.7 the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Target an opinion in form and substance satisfactory addressed to the form set forth in Exhibit L attached heretoBuyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All 6.1.8 all actions to be taken by the Seller Target 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 6.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver by the Buyer of the following conditions: (iA) the The representations and warranties set forth in Section 3(a) above Article II of this Agreement and the other Transaction Documents made by the Borough shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Seller The Borough shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiC) there There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement and the Transaction Documents; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xiD) The Buyer shall have had secured from the opportunity to conduct a reasonable investigation Borough, the BPU, NJDEP, and all other applicable governmental and quasi-governmental entities, all authorizations and approvals required for the transfer of the matters set forth System to the Buyer, including but not limited to the NJDEP Permits, if necessary, and any other Consents needed to transfer the Purchased Assets to Buyer (collectively, the “Approvals”). The Parties shall use all reasonable efforts to obtain the Approvals and to do so as expeditiously as reasonably possible. In connection with the Approvals, the Buyer shall deliver to the Borough or cause to be delivered to the Borough, through addition(s) to the applicable service list(s), copies of all correspondences to and from the bodies with whom the applications have been filed or will be filed. The Borough covenants to cooperate with the Buyer, at the Buyer’s cost and expense, in Schedule 3(a)(viiithe Buyer's efforts to obtain the Approvals and to promptly consent, when required by law, to all applications for the Approvals filed by the Buyer. The Buyer shall immediately notify the Borough in writing of any determinations made by any authority considering any application. In the event that the Approvals are received but are not satisfactory to Buyer in its sole discretion, Buyer and the Borough shall meet to determine any appropriate adjustments to this Agreement in light of such Approvals or Buyer may terminate this Agreement. (E) The voters of the Borough shall have approved referendum authorizing the sale of the System. (F) The Buyer shall have, at its sole cost and expense, with reasonable assistance from the Borough, obtained approval from BPU of the Borough Consent pursuant to N.J.S.A. 48:2-14, in a form and substance acceptable to Buyer. (G) Within six (6) months following execution of this Agreement Agreement, Xxxxx shall have completed and satisfy itself that no material commercial risk will be transferred satisfied with the results of a Phase I Environmental Site Assessment or other environmental assessment performed with respect to the Shares, Unsecured Notes and Warrants as a result real property portion of the dispute described therein System (including the Land). If the results of the environmental assessment reveal the potential for the existence of Liabilities or other matters not acceptable to Buyer, Buyer and the Borough shall meet and confer in good faith to determine an appropriate additional evaluation processes. Buyer acknowledges that the Borough may not be able to provide Buyer access to certain properties on which it has only acquired an easement for the System to conduct additional evaluation processes. The cost of any additional evaluation process shall be shared by the Parties. If the Parties cannot agree on an appropriate additional evaluation process, or to the extent such additional evaluation process does not exist or is unavailable, and Borough does not provide an adjustment to the Purchase Price pursuant to Section 4.3(B), then Buyer may terminate this Agreement. (H) The Borough has executed and delivered to Buyer all of the documents and Instruments required under Section 4.7(B) hereof. (I) There shall not have occurred an event, action or condition affecting the Purchased Assets that would have a material adverse effect on the Business in the sole judgment of Buyer, nor shall there be an event, action or condition discovered by the Buyer during the period between the date hereof and the Closing, that would be deemed to have a material adverse effect on the Business in the sole judgment of Buyer. In the event that any such material adverse effect has occurred or is discovered, the Closing Buyer shall occur. The Buyer may waive any condition specified in have a right to immediately terminate this Section 9(a) if it executes a writing so stating at or prior Agreement, notwithstanding anything contained herein to the Closingcontrary.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Section 5(b) above which are necessary to transfer any asset which is material to Seller’s business; (iv) other than litigation set forth in the Disclosure Schedule, 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets or to operate the former businesses of the Seller; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Buyer and the Seller shall have entered into the agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection 3(c) and (CSection 4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the SellerSeller and from Xxxxxxxxx Xxxxxxx opinions in form and substance reasonably acceptable to Buyer and its counsel, a legal opinion in addressed to the form set forth in Exhibit L attached heretoBuyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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; (ix) the Seller shall not have suffered any material damage, destruction or loss (whether or not covered by insurance) to its property; (x) delivery to Buyer of the consent of the Board of Directors and shareholders of Seller approving and authorizing the sale in accordance with Section 607.1202, Florida Statutes; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation delivery of Seller’s balance sheet compiled as of the matters set forth Closing Date by Seller’s external auditors in Schedule 3(a)(viii) accordance with GAAP and in accordance with the provisions of this Agreement Agreement, and satisfy itself that no material commercial risk will approved by Buyer under advise of its external auditors, whereby such Closing Date balance sheet shall be transferred with respect used to determine the Shares, Unsecured Notes Book Value of Seller and Warrants as a result of the dispute described therein in the event that the Closing shall occurPurchase Price. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Sellers set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (iib) Each Seller and each Company will have performed all covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of each Seller and each Company to consummate the Acquisition or perform its other obligations hereunder. (c) Buyer shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunctionreceived a certificate, judgment, order, decree, ruling, or charge in effect preventing consummation of any dated as of the transactions contemplated Closing Date and signed by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the each Seller, as applicable, certifying (A) that each of the conditions specified set forth in Section 9(a)(i)-(iv7.2(a) are satisfied and Section 7.2(b) have been satisfied. (d) No event has occurred since the date of this Agreement, which has had or is reasonably likely to cause a Material Adverse Effect. (e) All applicable waiting periods with respect to any Permits required by Governmental Entities in all respects, (B) connection with the resolution(s) consummation of the Seller's board of directors authorizing Acquisition (and any extensions thereof) will have expired or otherwise been terminated, and the Seller's parties hereto will have received all Permits required by Governmental Entities, in connection with the execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect. (g) The Sellers shall have obtained any required consents, permits, licenses, approvals or notifications of any lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any such consents, permits, licenses, and approvals. (Ch) the incumbency The Companies shall have obtained releases of any Liens against any of the officer assets of the Seller executing Companies (other than Permitted Liens), at the Agreement Companies’ expense. (i) The Buyer shall have received such pay-off letters relating to any Closing Indebtedness, as Buyer shall have requested, and all other documents such pay-off letters shall be in form and substance reasonably satisfactory to Buyer. (j) The Sellers shall have executed and delivered in connection therewith;the Exchange Agreement to the Buyer. (vik) the relevant parties The Sellers shall have entered into executed and delivered to the agreements in Buyer the forms set forth in (A) Exhibit G (Agreement Amending Subordination Agreement, if requested by the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect;Buyer. (viil) the Buyer The Escrow Agreement shall have received: been executed and delivered by the parties thereto and a copy thereof shall have been delivered to Buyer (Am) from Hungarian Counsel Each Company shall have delivered a certificate of the Sellergood standing, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as within ten (10) days of the Closing Date, to from the effect that (u) Secretary of State for the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval State of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Nevada. (viiin) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), The Buyer shall have no obligation whatsoever obtained, on terms and conditions reasonably satisfactory to pay it, financing in an amount, together with other cash or cash equivalents available to Buyer, sufficient to fund the Cash Portion of the Purchase Price;. (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xo) All actions to be taken by the Seller Sellers 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Buyer shall not have accepted any additions made by the Seller to the representations and warranties set forth in Section 3 above since the Disclosure Date reflecting changes that have occurred since the Disclosure Date; (iv) the Parties shall have procured all of the third party consents specified in Section 5(b) above; (v) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein any unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer be rescinded following consummation, or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) affect adversely the incumbency right of the officer of Buyer or NewCo to own, operate, or control the Seller executing the Agreement Purchased Assets or Acquired Assets (and all other documents executed and delivered no such judgment, order, decree, stipulation, injunction, or charge shall be in connection therewitheffect); (vi) the relevant parties Buyer shall have entered into received from counsel to the agreements in Seller an opinion with respect to the forms matters set forth in (A) Exhibit G (Agreement Amending N attached hereto, addressed to the Warrants), (B) Exhibit H (Assumption Agreement regarding Buyer and dated as of the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectClosing Date; (vii) the Buyer shall have received: (A) from Hungarian Counsel received a copy of the SellerStock Option Agreement, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit KE, duly executed and dated as of delivered by the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementSeller; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay received a copy of the Purchase PriceRegistration Rights and Lock-Up Agreement, in the form attached hereto as Exhibit D, duly executed by the Seller; (ix) Since the date of the this Agreement, no event or events Buyer shall have occurred which have had or reasonably may be expected to have received a Material Adverse EffectGeneral Assignment and Bill of Sale, in the xxxm attached hereto as Exhibit L, and duly executed by the Seller; (x) All the Buyer shall have obtained, on terms and conditions satisfactory to it, no less than $6,000,000 of additional debt and/or equity financing from the offering currently being effected on Buyer's behalf by Sutro & Co. Incorporated; (xi) The Buyer shall have received the Amendment to Lease, the form of which is attached hereto as Exhibit P, duly executed by William D. Killion axx Xxxxx X. Xxxxxxn; (xii) all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a). If one or more conditions specified in this Section 6(a) if it executes a writing so stating at have not been performed or prior satisfied, but Buyer consents to the Closing, any such unperformed or unsatisfied conditions shall be deemed to have been waived.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except for such breaches and inaccuracies (without regard to any materiality standard set forth in such representations or warranties) which do not, individually or in the aggregate, have a Material Adverse Effect; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iii) are is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, (Bthe Company, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement above and all matters in connection with third party consents and approvals which Buyer has requested Seller to obtain pursuant to the Agreement and transactions contemplated thereby, and (C) the incumbency first sentence of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithSection 5(b); (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L B attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viiivii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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; (viii) Seller has completed the transfer of the Overseas Operations and Pacific Kinston Energy, Inc. to Seller or an Affiliate of Seller as contemplated by Sections 5(i) and 5(j); (ix) the Buyer shall have received from PacifiCorp a letter in a form and substance as set forth in Exhibit E; and (xix) The Buyer the Seller shall have had delivered to Buyer written documentation reasonably satisfactory to Buyer that establishes that the opportunity to conduct a reasonable investigation representation contained in Section 4(j)(xi) is accurate as of the matters set forth in Schedule 3(a)(viiiClosing Date, except that delivery of written documentation pursuant to Section 4(j)(xi) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to Energy Investors Fund L.P. or Project Finance Fund III, L.P. shall not be a condition to closing, and notwithstanding this subsection or other subsections of this Section 7(a), the Shares, Unsecured Notes and Warrants as a result accuracy of the dispute described therein representations in Section 4(j)(xi) insofar as they pertain to Energy Investors Fund L.P. or Project Finance Fund, L.P., shall not be a condition to Closing. (Nothing in this clause shall be deemed to waive a breach of the event that the Closing shall occurrepresentation in Section 4(j)(xi). The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth of the Company, the Sellers and the Optionholders contained in Section 3(a) above this Agreement shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, other than those representations and warranties made on and as of a specified date, in which case as of the specified date (provided that, in each case, those representations and warranties that are qualified as to materiality or by reference to a Material Adverse Effect shall be deemed not so qualified), except where the facts and circumstances that cause the failure of such representations and warranties to be true and correct in all respects, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect; (ii) the Seller Company, the Sellers and the Optionholders shall have performed and complied with all of their respective covenants and agreements hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iii) are is satisfied in all respects, ; Table of Contents (Bv) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement Competition Authority Approval shall have been obtained and all matters in connection with applicable waiting periods (and any extensions thereof) under the Agreement HSR Act and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;applicable Competition Laws shall have expired or otherwise been terminated; and (vi) the relevant parties Company or one of its Subsidiaries shall have entered into completed the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel purchase of the Sellerordinary shares of Bioniche Teoranta held by Údarás and redemption of the preference shares of Bioniche Teoranta held by Údarás (collectively, the “Údarás Transaction”) pursuant to the letter agreement among Bioniche Teoranta, Bioniche Pharma Group Limited, a legal opinion company incorporated in Ireland with Registration No. 313327, and Údarás, dated as of July 14, 2010, in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of D (the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the “Údarás Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii”), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a in writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Buyer) on and as of the Closing Date of each of the following conditions: (a) (i) Each of GP, Newco and the Company shall have performed and satisfied in all material respects each of its agreements and obligations set forth in this Agreement required to be performed and satisfied by each of them on or prior to the Closing Date; (ii) the representations and warranties set forth of GP contained in Section 3(athis Agreement that (A) above are not qualified by materiality, Material Adverse Effect or dollar thresholds shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval as if made at and as of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; date and (B) from US Counsel to the Sellerare qualified by materiality, an opinion Material Adverse Effect or dollar thresholds shall be true and correct in the form as may be attached hereto as Exhibit K, and dated all respects as of the Closing Date Date, as if made at and as of such date, except in each case of (yA) covering and (B) that those representations and warranties which are made as of a specific date or only with respect to a specific period of time shall be true and correct in all material respects or true and correct in all respects, as applicable, only as of such date or with respect to such time period; and (iii) the matters set forth in Buyer shall have received a certificate signed by an authorized officer of each of GP, Newco and the second sentence of Section 3(a)(iiCompany to the foregoing effect. (b) The waiting period applicable to the purchase and sale of the Agreement and (z) stating that no registration is required Newco Shares under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto Antitrust Laws shall have been implemented in full terminated or shall have expired and all Consents and third party consents set forth on Schedule 8.1(b) shall have been obtained or made, other than the consents pertaining to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges following Leased Real Property: (i) 0000 Xxxxxxxxxx Xx., Tallahassee, FL and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii)(ii) 000 Xxxxx Xx., Buyer shall have no obligation whatsoever to pay the Purchase Price;Building D, Nashville, TN. (ixc) Since No temporary restraining order, preliminary or permanent injunction, cease and desist order or other legal restraint or prohibition preventing the date of purchase and sale contemplated hereby or the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect be effected by the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that at the Closing shall occur. The be in effect, and no actions, suits, proceedings, orders, investigations or claims seeking to prevent the purchase and sale contemplated hereby or the consummation of the transactions to be effected by the Buyer may waive any condition specified shall be pending or threatened in this Section 9(a) if it executes a writing so stating at or prior to the Closingwriting.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing pursuant to Section 6.3 is subject to satisfaction of the following conditions: 5.1.1 an event shall not have occurred after the date of this Agreement that has a material adverse affect on or material change to (i) the representations Acquired Assets taken as a whole, (ii) the Seller's ability to perform pursuant to this Agreement or any Transaction Document to which it is party, or (iii) the amount of Assumed Liabilities as it relates to the amount of unrestricted cash of the Seller; 5.1.2 the Seller shall have performed and warranties set forth in Section 3(a) above shall be true and correct complied, in all material respects at respects, with all of its covenants hereunder through the Closing; 5.1.3 All required Required Consents shall have been obtained, that the failure to obtain would have a material adverse affect on (i) the ownership or use by the Seller of the Acquired Assets; or (ii) MCM's ownership or rights with respect to the Acquired Assets, as defined in the Security Purchase Agreement, or (iii) MCM's ownership or rights with respect to the Transferred Property as defined in the Trust Receivables Purchase Agreement. 5.1.4 Seller shall have provided to Buyer (for filing or delivery as part of the Closing) all necessary UCC-2 termination notices and releases for any Liens (other than the Assumed Liabilities) against the Acquired Assets existing as of the Closing Date; 5.1.5 no action, suit, or proceeding shall be pending (iior overtly threatened against the Buyer or with respect to the Acquired Assets or the Transaction) the Seller shall have performed and complied with all before any court or quasi-judicial or administrative agency of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (i) prevent or restrict consummation of any of the transactions contemplated by this Agreement; Transaction, (ii) cause any aspect of the Transaction to be rescinded, unwound or reversed in whole or in part following consummation, (iii) affect adversely the right of the Buyer to own, use, operate, sell, assign or transfer any of the Acquired Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); or (iv) all necessary governmental, shareholder and third party consents and approvals in connection with as a result of the transactions contemplated by Transaction would impose any liability on the Agreement shall have been obtained;Buyer for any of the Excluded Liabilities. (v) 5.1.6 the Seller shall have delivered to the Buyer certificates executed by Buyer, evidence reasonably satisfactory to the responsible officer or Buyer, that Seller has complied in all respects with the secretary provisions of (i) the CGCL related to a "sale-of-assets reorganization" (as defined in Section 181 of the SellerCGCL), as applicableincluding, certifying (A) that each but not limited to, compliance with Chapters 12 and 13 of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's CGCL relating to board of directors authorizing the Sellerdirector and shareholder approval and dissenter's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyrights, and (Cii) the incumbency bulk transfer laws of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithCalifornia; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the 5.1.7 Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of received all documents it is entitled to receive under the Closing DateProcedures; 5.1.8 the Fairness Opinion shall continue to be effective and shall not have been rescinded, to the effect that (u) the Seller need not give any notice to, make any filing with, modified or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth withdrawn; 5.1.9 all conditions in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto 5.2 shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event either satisfied or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken waived by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.Seller;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i1) the representations and warranties set forth in Section 3(a8(a) and Section 9 above shall be true and correct in all material respects at and as of the Closing Date; (ii2) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii3) there shall not be any injunction, judgment, order, decree, ruling, decree or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v4) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivsubsections 12(a)(i)-(iii) are is satisfied in all respects, ; (B5) the resolution(sParties shall have received all other authorizations, consents, and approvals of Governmental Authorities referred to in subsection 8(a)(ii) above (other than Customary Post-Closing Consents) and in Section 9(a) of the Disclosure Schedule, if any, and all material consents, approvals and waivers of third parties, if any, required for Seller's board assignment of directors authorizing the Seller's execution, delivery and performance any of the Agreement and all matters Gas Contracts, Rights-of-Way or other Assets to Buyer other than those that are customarily obtained after Closing in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency a sale of ownership interests or assets of the officer nature of the Seller executing the Agreement and all other documents executed and delivered in connection therewithAssets; (vi6) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi7) The the Seller shall have completed the acquisition of the Partnership Interests and the Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself be satisfied that no material commercial risk it will be transferred with respect to the Shares, Unsecured Notes acquiring title and Warrants as ownership of a result of the dispute described therein 100% interest in the event that Assets, free and clear of all title defects and Encumbrances other than the Closing shall occurPermitted Encumbrances. The Buyer may waive any condition specified in this Section 9(a12(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to ------------------------------------- consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a(S)3(a) and (S)4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv(S)7(a)(i)-(iii) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viiv) the Buyer shall have received: (A) received from Hungarian Counsel of the Seller, a legal counsel to Seller an opinion in the form and substance as set forth in Exhibit L D attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viiivi) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever received the financing for the acquisition pursuant to pay the Purchase Price;terms of the Financing Commitment; and (ixvii) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a(S)7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions Transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) 1. the representations and warranties set forth in Section 3(a) Sections IV.A and IV.C above shall be true and correct in all material respects at and as of the Closing Date; (ii) 2. the Seller Sellers shall have performed and complied with all of their the covenants hereunder in all material respects through the Closing; (iii) there 3. the Sellers shall not have procured all of the third party consents specified in Section V.B above; 4. 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement; Transactions, (ii) cause any of the Transactions to be rescinded following consummation, (iii) affect adversely the right of the Buyer to own Bit 3 Shares and to control Bit 3, or (iv) all necessary governmentalmaterially adversely affect the right of Bit 3 to own its assets and to operate its businesses (and no such injunction, shareholder and third party consents and approvals judgment, order, decree, ruling, or charge shall be in connection with the transactions contemplated by the Agreement shall have been obtainedeffect); (v) 5. the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv) are Sections VII.A.1-4 is satisfied in all material respects; 6. the Parties shall have received all authorizations, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyconsents, and (C) the incumbency approvals of the officer of the Seller executing the Agreement governments and all other documents executed governmental agencies referred to in Sections IV.A.2, IV.B.3, and delivered in connection therewithIV.C.4 above; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) 7. the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in form and substance mutually agreed to by the form set forth in Exhibit L attached heretoparties, addressed to the Buyer, and dated as of the Closing Date; 8. the Buyer shall have received from Xxxxx and Company or its other advisers, a Fairness Opinion in form and substance satisfactory to the Buyer in its sole discretion, to the effect that (u) the Seller need not give any notice toTransactions will be fair and reasonable to the Buyer, make any filing withand that the consideration to be granted and received by the Buyer in the Transactions is fair and reasonable to the Buyer under the circumstances of the Transactions; 9. the Buyer shall have obtained on terms and conditions commercially satisfactory to it, or obtain any authorization, consent, or approval all of any government or governmental agency the financing it needs in order to consummate the transactions contemplated by this Agreement, Transactions and fund the working capital requirements of Bit 3 after the Closing. Buyer intends to acquire some or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor all of that financing through the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementPublic Offering; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All 10. all actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby Transactions and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby Transactions will be reasonably satisfactory in form and substance to the Buyer; 11. the Buyer has received any legally required approvals of its shareholders for the necessary increase in the number of shares of the Common Stock to be issued in the Public Offering, to finance, in whole or in part, the Transactions; and (xi) The 12. the Buyer shall have had has received written notice from the opportunity lessors and sublessors of all real property leased or subleased by Bit 3 as provided in Section IV.C.12.e above, in form and substance reasonably satisfactory to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingBuyer.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) Sec.3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Sec.5(b) above; (iv) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially affect adversely the Agreement right of the Buyer to own the Acquired Assets, or to operate the business of the Business (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certifi- cate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSec.7(a)(i)- (iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the Seller and the Buyer shall have received all author- izations, consents, and approvals of governments and governmental agencies referred to in Sec.3(c) and Sec.4(c) above; (vii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants)Ancillary Agreements, (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L H attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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; (x) Stewart Title & Guarantx Xxxxxny (the "Title Company") shall be willing to insure at standard rates the Buyer's marketable title in and to the Real Property in fee simple, in each case free and clear of Liens, other than Permitted Encumbrances, and including such endorsements and affirmative coverages as the Buyer shall reasonably require (including, without limitation, non-imputation endorsements), and the Seller shall provide all such affidavits and indemnities as the Title Company reasonably shall require in order to afford such coverages and shall bear all of the cost of obtaining such title insurance; (xi) the Buyer shall have received a survey of the Real Property, in each case conforming to the Minimum Standard Detail Requirements jointly established and approved in 1992 by ALTA and ACSM, certified to the Buyer, the Buyer's lender, and the Title Company, and showing no Liens other than Permitted Encumbrances, and the Buyer shall bear all of the cost of obtaining such surveys; (xii) all Real Property shall be in substantially the same condition and repair as that on the date of this Agreement, reasonable wear and tear excepted; (xiii) the Seller shall have timely paid any and all real pro- perty transfer, transfer gains, stamp and other similar taxes, if any, imposed by law upon the Seller in connection with the transactions contemplated by this Agreement and shall have delivered evidence satisfactory to the Buyer and the Title Company of the payment of such taxes; (xiv) the Seller shall deliver to the Buyer an affidavit dated as of the Closing Date and in form and substance required under Section 1445 of the Code so that the Buyer is not required to withhold any portion of the Purchase Price thereunder; (xv) the Seller (A) shall have prepaid all remaining lease payments and other amounts due under that certain Master Lease No. 4480694, dated as of November 11, 1997, by and among Dell Financial Services, L.P. ("Dell"), as Lessor, and the Seller, as Lessee (the "Dell Lease"), and (B) shall have purchased from Dell all computer equipment leased by the Seller under the Dell Lease and shall have received from Dell free and clear title to the same (which equipment shall be part of the Acquired Assets hereunder); and (xixvi) The Buyer the Seller shall have had paid to Wonderware Corporation an administrative fee in the opportunity to conduct a reasonable investigation amount of $4,101.00 in connection with the assignment by Seller and assumption by Buyer of the matters set forth in Schedule 3(a)(viii) Wonderware Corporate License Agreement, dated as of this Agreement August 30, 2001, by and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes among Seller and Warrants as a result of the dispute described therein in the event that the Closing shall occurWonderware Corporation. The Buyer may waive any condition specified in this Section 9(aSec. 7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The Companies and the Sellers shall have procured all of the third party consents specified in Section 5(b) above; (ii) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (iiiii) the Seller Companies and the Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iiiiv) there no action, suit, or proceeding shall not 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , or (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vi) the Companies and the Sellers shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(v) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) this Agreement shall have received the requisite Buyer approval; (viii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in the form and substance as set forth in Exhibit L E attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date Buyer shall have received the resignations, effective as of the this AgreementClosing, no event or events of each director and officer of the Companies, other than those whom the Buyer shall have occurred which have had or reasonably may be expected specified in writing at least five (5) business days prior to have a Material Adverse Effectthe Closing; (x) All the Buyer shall have entered into an employment letters, in a form and substance reasonably satisfactory to the parties thereto, with Dax X.X. Xxxxxx and Xxxxx Xxxxxxx; and (xi) ICI and the Sellers, shall have taken all actions necessary to merger IWDH with and into ICI, with ICI as the surviving corporation, prior to, or concurrently with, the Closing; (xii) all actions to be taken by the Seller Sellers 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement Seller shall have been obtaineddelivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i) - (iii) is satisfied in all respects; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered a Services Agreement by and between the Target and the Seller substantially in connection therewiththe form attached hereto as Exhibit 6(a)(1); (vi) the relevant parties Target shall have entered into continue to perform its obligations under its sublease agreement with respect to the agreements in offices of the forms set forth in (A) Exhibit G (Agreement Amending the Warrants)Target located at 15200 XX Xxxxxxxxxx Xxxxxxx, (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectXxxxx X-0, Xxxxxxxxx, Xxxxxx 00000; (vii) the Buyer Seller and the Target shall have received: (A) from Hungarian Counsel executed and delivered a lease, in form reasonably acceptable to Buyer, with respect to the second floor offices of the SellerTarget located at 2229 000xx Xxxxxx XX, a legal opinion in the form set forth in Exhibit L attached heretoXxxxxxxx, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementXxxxxxxxxx 00000; (viii) the Closing Arrangements set forth in Exhibit J Target shall have executed and delivered a Facilities and Services Agreement, by and between the Target and Seller, with respect to the offices of the Target located at Wolsey Hall, 66 Xxxxxxx Xxxx, Xxxxxx XX0 0XX, Xxxxxxx xx substantially the form attached hereto shall have been implemented in full to the Buyer's satisfactionas Exhibit 6(a)(2); for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of Seller and the this Agreement, no event or events Target shall have occurred which have had or reasonably may be expected to have executed and delivered a Material Adverse Effect; (x) All actions to be taken by Shareholders Agreement in substantially the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants attached hereto as a result of the dispute described therein in the event that the Closing shall occurExhibit 6(a)(3). The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it perform its obligations in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2.1 and Article III above shall be true and correct in all material respects at and as the time of the Closing DateClosing; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there no action, suit or proceeding shall not be pending or threatened before the NASD, 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, ruling or charge in effect preventing would (a) prevent consummation of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, (c) affect adversely the right of the Buyer to own the Stock and to control the Company or (d) affect adversely the right of the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement Sellers shall have been obtaineddelivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6.1(a)(i)-(iii) is satisfied in all respects; (v) the Seller Buyer shall have delivered to the Buyer certificates executed by the responsible officer or the secretary received certified copies of the Seller, as applicable, certifying (A) that each resolutions of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) Company and its shareholders approving the resolution(s) authorization of the Seller's board of directors authorizing the Seller's executiondelivery, delivery execution and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewiththis Agreement; (vi) the relevant parties Buyer shall have entered into received a Certificate of Good Standing with respect to the agreements in Company from its State of incorporation which is dated within 30 days prior to the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectClosing Date; (vii) the Buyer Net Cash Assets shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) equal at least $60,000 and the first and third sentences of Section 3(a)(ii) of the AgreementCompany's stockholder's equity shall equal at least $60,000; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay received the Purchase Price; (ix) Since the date resignations, effective as of the this AgreementClosing, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) of each director and officer of the Company. All actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 6.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) except for representations and warranties that by their terms speak only as of a specified date, the representations and warranties set forth in Section 3(a) above 3 shall be true and correct in all material respects (except that, to the extent such representations and warranties are qualified by materiality, then such representations and warranties shall be true and correct in all respects) at and as of the Closing Date as though made on and as of the Closing Date; (ii) the Seller Sellers shall have materially performed and complied with all of their the covenants hereunder in all material respects through required to be performed and complied with by them at or prior to the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) except for representations and warranties that by their terms speak only as a specified date, the representations and warranties set forth in Section 4 shall be true and correct in all material respects (except that, to the extent such representations and warranties are qualified by materiality, then such representations and warranties shall be true and correct in all respects) at and as of the Closing Date as though made on and as of the Closing Date; (v) all material filings that are required to have been made by the Company with any governmental authority in order to carry out the transactions contemplated by this Agreement shall have been made; all material authorizations, consents, approvals and permits from all such governmental authorities required for the Sellers to carry out the transactions contemplated by this Agreement shall have been received, and all statutory waiting periods (or extensions thereof) in respect thereof shall have expired or otherwise been terminated; all of the consents set forth in SCHEDULE 8(A)(V) shall have been obtained; the Buyer shall have received from legal counsel to the Sellers an opinion substantially in the form attached as EXHIBIT C hereto; (vi) Gregory Clendenin shall have executed and delivered to Buyex xx Xxxxxxxxxx Xgreement in substantially the form of EXHIBIT D1 and the persons listed in Schedule 8(a)(vii) shall have executed and delivered to the Buyer a Noncompetition Agreement in substantially the form attached as EXHIBIT D2 (collectively, the "NONCOMPETION AGREEMENTS"); (vii) The Sellers shall have, and shall have caused the Company to, terminate the Shareholders Agreement, dated as of June 26, 1998, among the Company and the Sellers; (viii) The Parent shall have received all necessary governmental, shareholder and third party consents and approvals otherwise complied with any state or federal securities laws applicable to the issuance of the Parent Common Stock, in connection with the transactions contemplated by the Agreement shall have been obtainedhereby; (vix) The Buyer shall be satisfied with the results of its due diligence review and Environmental Assessment pursuant to Section 6(g); (x) the Seller Sellers shall have delivered to the Buyer certificates representing all of the Shares, endorsed in blank or with duly executed stock powers attached thereto; (xi) the Sellers shall have executed and delivered Form 8023, in the form provided by the responsible officer or the secretary of the SellerBuyer, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (CSection 338(h)(10) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 BuyerElection; and (xixii) The Buyer no Material Adverse Effect shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occuroccurred. The Buyer may waive in writing any condition specified in this Section 9(a8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) i. the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) . the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there . no action, suit, or proceeding shall not be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets, to operate the Acquired Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); iv. the Seller and the Buyer shall have been obtainedentered into the Assignment and Assumption of Contracts; (v) v. the Seller shall have delivered to the Buyer certificates executed by the responsible officer or Xxxx of Sale; vi. the secretary Seller and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies, if any referred to in Sections 3 and 4 above; vii. the Seller, as applicable, certifying (A) Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iii) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) viii. the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L G attached hereto, addressed to the Buyer, and dated as of the Closing Date, to ; ix. the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor Buyer shall have completed and shall be satisfied with its due diligence examination of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to x. the Buyer's satisfaction; for the avoidance board of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer directors shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the approved this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect;; and (x) All xi. all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement shall have been approved by the vote of the requisite number of stockholders of the Seller as required by Massachusetts law; (ii) the representations and warranties set forth in Section 3(a) (S)3 above shall be true and correct in all material respects at and as of the Closing Date as though made at the Closing Date; (iiiii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiiv) there the Seller shall not have procured all third party consents and regulatory approvals specified above; (v) 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 wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets, to operate the former businesses of the Seller; (vvi) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv(S)6(a)(i)-(v) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vivii) the relevant parties Buyer and Xxxxxxx shall have entered into the agreements in the forms set forth in (A) Exhibit G (an Employment Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the Buyer and Xxxxxxx shall have entered into an Employment Agreement and the same shall be in full force and effect; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L C attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All satisfactory completion of due diligence by the Buyer; (xi) all actions to be taken by the 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; (xii) the Buyer is satisfied that any deemed offer of Buyer Common Stock to the Seller Shareholders pursuant to stockholder vote with respect to approval of this Agreement is exempt from registration under the Securities Act; and (xixiii) The the Buyer shall have had received evidence satisfactory to it of (i) the opportunity to conduct a reasonable investigation waiver of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred all prepayment penalties with respect to the Shares, Unsecured Notes and Warrants as a result repayment of the dispute described therein Seller Debt by the Buyer pursuant to (S) 2(c) and (ii) the cancellation of all Seller Debt and the termination of all security interests granted in connection with the event that the Closing shall occurSeller Debt. The Buyer may waive any condition specified in this Section 9(a(S)6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(ass.3(a) and ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there each Target shall not have procured all of the third party consents specified in ss.5(b) above; (iv) 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, ruling or charge in effect preventing would: (A) prevent consummation of any of the transactions contemplated by this Agreement; ; (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (C) affect adversely the Agreement right of the Buyer to own the Target Shares of the Seller of each Target and to control each Target; or (D) affect adversely the right of a Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivss.7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, each Target shall have received all other authorizations, consents and approvals of governments and governmental agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) above; (vii) the relevant parties shall have entered into the side agreements in the forms form and substance as set forth in EXHIBITS C-1 (A) Exhibit G (Agreement Amending the WarrantsEmployment Agreement), and C-2 (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Licensing Agreement) and ), attached hereto and the same shall be in full force and effect; (viiviii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L EXHIBIT D attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date Buyer shall have received the resignations, effective as of the this AgreementClosing, no event or events of each director and officer of each Target other than those whom the Buyer shall have occurred which have had or reasonably may be expected specified in writing at least five business days prior to have a Material Adverse Effectthe Closing; (x) All all actions to be taken by the 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 BuyerBuyer and its counsel; (xi) Buyer and Seller shall have entered into Real Estate Purchase Agreements in form and substance as set forth on EXHIBIT G and EXHIBIT H attached hereto and incorporated herein and the same shall be in full force and effect; (xii) Buyer and Seller shall have entered into Assumption of Lease Agreements in form and substance as set forth on EXHIBIT I and EXHIBIT J as attached hereto and incorporated herein with respect to the Henrx Xxxnty Property and the real property on which the business of Southlake Collision Center, Inc. is conducted (the "Clayxxx Xxxnty Property"), and the same shall be in full force and effect; and (xixiii) The Buyer and the relevant parties shall have had the opportunity entered into an Assumption to conduct a reasonable investigation of the matters Lease Agreement in form and substance as set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred on EXHIBIT K as attached hereto with respect to the Shares, Unsecured Notes and Warrants as a result lease listed on Section 4(k) of the dispute described therein Disclosure Schedule that pertains to the real property on which the business of Southlake Collision Cobb Xxxnty, Inc. is conducted, and the same shall be in the event that the Closing shall occurfull force and effect. The Buyer may waive any condition specified in this Section 9(ass.7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth of the Sellers contained in Section 3(a) above shall and Section 4 must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), without giving effect to any supplements to the Schedules; (ii) the Seller shall The Sellers must have performed and complied in all material respects with all each of their covenants hereunder in all material respects through the ClosingClosing (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (iii) there shall must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement; (iv) The Sellers must have obtained all necessary governmental, shareholder Governmental Authority and third party consents specified in Sections 3(a)(ii), 3(a)(iii), and approvals in connection with 4(b), including the transactions contemplated by the Agreement shall have been obtainedcorresponding Schedules; (v) the Seller shall The Sellers must have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(ivsubsections 7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall FTC must have entered into approved the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effecttransactions contemplated hereunder; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the The Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that shall be no registration is required under the Securities Act to transfer the Sharesearlier than October 1, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement2001; (viii) The Board of Directors of the Closing Arrangements set forth in Exhibit J attached hereto General Partner shall have been implemented received a fairness opinion acceptable to such Board (in full its sole discretion) from Fleet Securities, Inc. or any other financial advisor acceptable to such Board (in its sole discretion) with respect to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as transactions contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Priceherein; (ix) Since the date The transactions contemplated herein shall have been approved by at least a majority of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have Board of Directors of the General Partner and at least a Material Adverse Effect;majority of the independent members of the Board of Directors of the General Partner; and (x) All actions to be taken by The obligations under the 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 (xi) The Buyer Deepwater Loan Documents shall have had the opportunity to conduct a reasonable investigation of the matters set forth been paid in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurfull. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) (x) the representations and warranties set forth of the Sellers contained in Section 3(aSections 3(b) above shall and 4 must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date) and (y) there shall be no Adverse Consequences attributable to Buyer’s Title Objections in excess of $100,000, except, in the case of (x) and (y) collectively, to the extent such inaccuracies, violations or breaches and Buyer’s Title Objections would not (or could not reasonably be expected to) result in a Seller Material Adverse Effect or materially and adversely affect the Sellers’ ability to consummate the transactions contemplated by this Agreement; (ii) the Seller shall Sellers must have performed and complied with all of their covenants hereunder in all material respects through with its covenants hereunder as of the Closing; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) the Sellers must have timely delivered all items required to be delivered at Closing pursuant to Section 2(d); (v) there shall must not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewiththis Agreement; (vi) the relevant parties shall Sellers must have entered into the agreements in the forms obtained all consents set forth in on Schedule 8(a)(vi) (A) Exhibit G (Agreement Amending collectively, the Warrants“Seller Required Consents”), (B) Exhibit H (Assumption Agreement regarding in form reasonably acceptable to the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectBuyer; (vii) the Buyer shall have received: received the audited financial statements and the unaudited financial statements reviewed by its auditors for any applicable interim period in 2007 (A) from Hungarian Counsel of and the Sellercomparable interim period in 2006), a legal opinion all in conformance with the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters requirements set forth in Section 3(a)(i5(b)(ii) and those audited financial statements shall reflect financial results meeting the first and third sentences conditions described in Part II of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementSchedule 1(j); (viii) the Closing Arrangements set forth in Exhibit J attached hereto American Stock Exchange shall have been implemented in full to approved the Buyer's satisfactionlisting of the Units on the American Stock Exchange; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this AgreementJune 30, no event or events 2007 shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurpassed. The Buyer may waive any condition specified in this Section 9(a8(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction satisfaction, at or prior to the Closing of each of the following conditionsconditions unless the Buyer in its sole discretion shall have waived such satisfaction: (ia) Each of the representations and warranties of the Seller and FFG set forth in Section 3(a) above this Agreement shall be true and correct in all material respects at and as of the Closing Date;; provided, however, that for purposes of determining satisfaction of this condition, no breaches of any representations or warranties of the Seller or FFG shall be deemed to have been "material" unless such breaches, in the aggregate, would or reasonably could result in Damages to Option One and its Subsidiaries in excess of $7,000,000. (iib) On or prior to the Closing Date, the Seller and FFG shall have performed and complied with all of their the covenants hereunder in to be performed or complied with by it at or prior to the Closing Date, including, without limitation, the delivery to the Buyer of all material respects through the Closing;Material Consents. (iiic) there There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;. (ivd) all necessary governmentalFrom the date hereof to the Closing Date, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement there shall have been obtained;no Material Adverse Effect to Option One and its Subsidiaries, taken as a whole. (ve) The president or any vice president of the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSections 9.1(a) are satisfied in all respects, (Bthrough 9.1(d) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;is satisfied. (vif) All applicable waiting periods (and any extensions thereof) under the relevant parties Xxxx-Xxxxx-Xxxxxx Act shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) expired or otherwise been terminated and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel received all of the Seller, a legal Buyer's Consents. (g) FFG shall have delivered to the Buyer the Trademark Assignment and Assumption Agreement in form and substance reasonably satisfactory to the Buyer. (h) The Seller shall have delivered an updated Schedule 5.15. (i) The Buyer shall have received from counsel to the Seller and FFG an opinion in form and substance reasonably satisfactory to the form set forth in Exhibit L attached heretoBuyer, addressed to the Buyer and dated as of the Closing Date, to the effect that . (uj) The Buyer shall have received from the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval and FFG certified copies of any government or governmental agency in order to consummate resolutions duly adopted by the Board of Directors of the Seller and FFG authorizing the execution and performance of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby or thereby. (k) The Seller shall have delivered to the Buyer a certificate issued by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor the Secretary of State of the Buyer obtained pursuant state of incorporation of Option One, evidencing the good standing of Option One in such jurisdiction as of a date not more than five (5) days prior to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and the Closing Date. (xl) Upon the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) Seller's receipt of the Agreement; and (B) from US Counsel Intercompany Debt, Fleet National Bank shall have delivered to Option One the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Demand Promissory Note. (viiim) the Closing Arrangements set forth in Exhibit J attached hereto Option One shall have been implemented in full to granted mortgage banking or lending licenses, registrations or permits from the Buyer's satisfaction; for following jurisdictions: District of Columbia, Florida, Indiana, Massachusetts, Michigan, Pennsylvania and Virginia. (n) The Boards of Directors of Block and the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay each approved the Purchase Price; (ix) Since execution and delivery of this Agreement and the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closinghereby.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth of the Sellers contained in Section 3(a) above shall this Agreement, including Article 4, must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), except to the extent such inaccuracies, violations or breaches would not (or would not reasonably be expected to) result in a Seller Material Adverse Effect or delay or materially affect the Sellers’ ability to consummate the transactions contemplated by this Agreement; (ii) the Seller shall Sellers must have performed and complied with all of their covenants hereunder in all material respects with their covenants hereunder through the Closing; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) each Vessel must be correctly documented in the name indicated on Exhibit A and must be endorsed to operate in United States coastwise trade; each Vessel must have current United States Coast Guard Certificates of Inspection and Water Pollution Certificates of Financial Responsibility; and each Vessel shall be free and clear of all Encumbrances except Permitted Encumbrances; (v) the Sellers must have timely delivered all items required to be delivered at Closing pursuant to Section 2(d); (vi) there shall must not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase this Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall Sellers must have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form obtained all consents set forth in Exhibit L attached heretoon Schedule 7(a)(vii) (collectively, and dated as of the Closing Date, to the effect that (u) the “Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viiiRequired Consents”), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 reasonably acceptable to the Buyer; and (xiviii) The Buyer the Acquired Assets or the Vessels shall not have had the opportunity to conduct a reasonable investigation experienced any damage, loss, destruction, condemnation, forfeiture or seizure of the matters set forth type described in Schedule 3(a)(viiiSection 5(e) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result in an aggregate Damage Amount in excess of the dispute described therein in amount for which such Section 5(e) permits the event that the Closing shall occurBuyer to elect to not close. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of Ambassadors and the Buyer to consummate the transactions to be performed by it Ambassadors and the Buyer in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties set forth in Section 3(a) 3.1 and Article IV above shall be true and correct in all material respects at and as of the Closing Date; (iib) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) there except as provided on Section 4.15(a) of the Disclosure Schedule, the Seller shall have and shall have caused each Target to have made all required filings with, provided all required notifications to, and received all required approvals and consents of any Governmental Authority, including but not limited to the filings, notifications, approvals, redocumentations and consents of MARAD and the USCG (including, without limitation, filings, notifications, approvals, redocumentations and consents required by the National Vessel Documentation Center) (the “Governmental Notifications and Approvals”) regarding the transactions contemplated by this Agreement as necessary on the part of the Seller or any Target, or waivers thereof have been duly obtained, or notices given and executed, and certified copies of each such approval, consent, waiver and notification shall have been delivered to the Buyer; (d) the Seller shall have and shall have caused each Target to have made all required notices and received all required approvals and consents of third parties, or waivers thereof have been duly obtained, or notices given and executed, and certified copies of each such notice, approval, consent and waiver shall have been delivered to the Buyer; (e) 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement; , (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the Agreement right of the Buyer to own the Target Membership Interests and to control each Target, or (iv) affect adversely the right of each Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (f) except as provided on Section 4.15(a) of the Disclosure Schedule, all outstanding liabilities of each Target for Taxes, including withholding and payroll tax obligations, due and payable as of the Closing Date shall have been obtainedpaid, satisfied in full or accrued on the Interim Balance Sheets or otherwise accrued on the financial statements of any Target in accordance with GAAP in the Ordinary Course of Business in compliance with Section 4.12 since the Interim Balance Sheet Date and up to the Closing Date; (vg) no Person other than the Buyer and the Seller shall have any claim to or interest in any membership or other interest in the Target; (h) there shall have been no Material Adverse Change with respect to any of the Targets; (i) the Buyer shall not be obligated to pay more than Four Million Three Hundred Twenty Seven Thousand Four Hundred Twenty Six Dollars ($4,327,426) toward satisfaction of the KeyBank Settlement; (j) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSections 7.1(a)-(i) are is satisfied in all respects, ; (Bk) the resolution(s) Seller shall have delivered to the Buyer an execution copy of the Seller's board of directors authorizing action by the Seller's execution’s Board of Directors approving this Agreement and the transactions contemplated herein; (l) the Seller shall have delivered to the Buyer, delivery with respect to each Vessel, a current ABS Certificate of Classification, a current USCG Certificate of Inspection, a current Class Certificate and performance a current Confirmation of Class Certificate, each showing that the Vessels are free of outstanding requirements; (m) the Seller shall have delivered to the Buyer at least 10 days prior to the Closing Date all reports for completed surveys and inspections of each Vessel (other than the Inspections), and the Buyer shall be satisfied with the condition of each Vessel as set forth in the same; (n) the Seller shall have delivered to the Buyer at least 10 days prior to the Closing Date full and complete copies of the Agreement log books of each Vessel, and all matters in connection the Buyer shall be satisfied with the Agreement and transactions contemplated therebycontents of the same; (o) the Seller shall have delivered to the Buyer at least 10 days prior to the Closing Date abstracts of title from the USCG with respect to each Vessel as of a date subsequent to the date hereof, and the Buyer shall be satisfied with the contents of the same; (Cp) the incumbency MARAD Debt shall have been restructured to the satisfaction of the officer Buyer and substantially as set forth on Schedule 5.2, and the Seller shall have been released as a guarantor of the MARAD Debt; (q) the Seller executing the Agreement and all other documents shall have executed and delivered in connection therewithan instrument of assumption satisfactory to the Buyer with respect to the Xxxxxxx Agreement; (vir) the relevant parties Seller shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) delivered to the Buyer shall have received: (A) from Hungarian Counsel the audited financial statements of the Seller, including the financial statements of each of the Targets, for the fiscal years 2002, 2003 and 2004; and (s) the Seller shall have delivered to the Buyer a legal opinion “FIRPTA” certificate in the form set forth and substance satisfactory to the Buyer and in Exhibit L attached hereto, and dated as conformity with Section 1445(b)(2) of the Closing DateCode, to the effect that (u) the Seller need is not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit Kforeign person, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required any analogous certificate under the Securities Act to transfer the Sharesany other applicable state, Unsecured Notes local or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurtax laws. The Buyer may waive any condition specified in this Section 9(a) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Target shall not have procured all of the third party consents specified in Section 5(b) above; (iv) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Class A Units and to control the Target, or (D) affect adversely the right of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate dated the responsible officer or Closing Date to the secretary of the Seller, as applicable, certifying effect that (A) that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, ; (B) the resolution(sall deferred wages, salaries, commissions, bonuses or other direct compensation set forth on Section 4(w) of the Seller's board of directors authorizing Disclosure Schedule have been paid in full by the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, Sellers; and (C) all fees and expenses owing to the incumbency of Target's investment advisors have been paid in full by the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithSellers; (vi) the relevant parties Sellers shall have entered into delivered to the agreements in Buyer a certificate dated as of the forms set forth in Closing Date certified by the Seller Representatives attaching duly authorized resolutions (Aor similar document) Exhibit G (of the members of the Target approving this Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effecttransactions contemplated hereby; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in the form and substance as set forth in Exhibit L C attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay received, effective as of the Purchase PriceClosing, the resignation of each manager (solely in his capacity as manager) of the Target; (ix) Since the date Buyer shall have received waiver letters in form and substance as set forth in Exhibit D attached hereto from individuals holding at least 95% of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effectoutstanding Options; (x) All the Buyer shall have received reasonable assurances that the Target employees listed on Annex II will become employees of the Buyer following the Closing on terms mutually agreeable to the Buyer and such employees; (xi) each of the Sellers listed in Section A of Annex III shall have executed a Non-Compete Agreement in form and substance as set forth in Exhibit E-1 attached hereto, and each of the Sellers listed in Section B of Annex III shall have executed a Non-Compete Agreement in form and substance as set forth in Exhibit E-2; (xii) the Seller Representatives and the Escrow Agent shall have executed an Escrow Agreement in form and substance as set forth in Exhibit F attached hereto (the "Escrow Agreement"); and (xiii) all actions to be taken by the Seller Sellers 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) except for representations and warranties that by their terms speak only as of a specified date, the representations and warranties set forth in Section 3(a) above 3 shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) the Seller Company shall have materially performed and complied with all of their the covenants hereunder in all material respects through required to be performed and complied with by Company at or prior to the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge ruling in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement nor shall there have occurred any damage or loss to any of the Purchased Assets whether or not covered by insurance which equals or exceeds ten percent (10%) of the Purchase Price; (iv) all necessary governmental, shareholder and third party consents and approvals material filings that are required to have been made by the Company with any Governmental Authority in connection with order to carry out the transactions contemplated by the this Agreement shall have been obtainedmade; all material authorizations, consents, approvals and Permits from all such Governmental Authorities required for the Company to carry out the transactions contemplated by this Agreement shall have been received, and all statutory waiting periods (or extensions thereof) in respect thereof shall have expired or otherwise been terminated; all of the consents set forth in Schedule 7(a)(iv) shall have been obtained (“Company Required Consents”); the Buyer shall have received from legal counsel to the Company an opinion substantially in the form attached as Exhibit F hereto; (v) the Seller Company shall have delivered to the Buyer certificates executed by the responsible officer or the secretary a certificate dated as of the Seller, as applicable, certifying (A) Closing stating that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the WarrantsSections 7(a)(i), (B) Exhibit H (Assumption Agreement regarding the Warrants7(a)(ii), 7(a)(iii) and (C7(a)(iv) Exhibit I (Agreement Amending Securities Purchase Agreement) have been satisfied and attached hereto attaching true and the same shall be in full force correct copies of all Equipment, Inventory, Receivables and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and Customer Prepayments dated as of the Closing Date. (vi) Rxxxxx X. Fee Sr., Gxxxx X. Fee, Rxxxxx X. Fee Jr., Dxxxx X. Fee, Exxxxx X. Xxxxxx and Exxxxx X. Xxxxxxx, shall have each executed and delivered to the effect that Buyer non-competition and non-solicitation agreements in form and substance satisfactory to Buyer, each of which shall contain a non-compete provision comparable to the provisions of Section 6(c); (uvii) At the Seller need not give any notice toClosing, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order the Company shall duly execute and deliver to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid a Bxxx of Sale and enforceable before a court of competent jurisdiction in Hungary Assignment and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion Assumptions in the form as may be attached hereto as Exhibit KExhibits B and C and such other instruments of transfer of title as are necessary to transfer to the Buyer good and marketable title to the Purchased Assets free and clear of all Liens, and dated as shall deliver to the Buyer immediate possession of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementPurchased Assets; (viii) Rxxxxx X. Fee Sr., Gxxxx X. Fee, Rxxxxx X. Fee Jr., Dxxxx X. Fee and Exxxxx X. Xxxxxx shall have each executed and delivered to the Closing Arrangements set forth Buyer Guaranty Agreements in Exhibit J the forms attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in as Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceG; (ix) Since the date of the this Agreement, no event or events Company shall have occurred which have had caused any Liens (other than Permitted Liens) in or reasonably may on the Purchased Assets to be expected released, including but not limited to have making any payoffs of existing debt necessary to release such Liens as described in those Payoff Letters attached hereto in Exhibit H, including but not limited to the payoff of any debt owed by the Company to Mxxxxxx Lxxxx Business Financial Services, Inc., secured by a Material Adverse Effectblanket lien on the Company’s personal property, and the termination of such blanket lien; (x) All actions no Material Adverse Effect shall have occurred, nor shall there be (A) any material dispute between the Company and any Significant Customer or Supplier or (B) any indication from any Significant Customer or Supplier that such Significant Customer or Supplier, as the case may be, intends to be taken by materially reduce its purchases from or sales to, or to otherwise materially reduce its business relationship with, the Seller in connection with consummation of Company; (xi) the transactions contemplated hereby Buyer shall have completed the Due Diligence Review and all certificatesEnvironmental Assessment to its satisfaction; (xii) the Company, opinions, instruments, Rxxxxx X. Fee Jr. and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory Exxxxx X. Xxxxxx shall have executed a Transition Services Agreement in form and substance acceptable to Buyer, and Exxxxx X. Xxxxxxx shall have executed an Employment Agreement in form and substance acceptable to Buyer; (xiii) Buyer shall have received a loan or other capital infusion sufficient to pay the Transaction Consideration in full within five (5) business days prior to the Closing; (xiv) the Board of Directors of the Buyer shall have approved the transaction contemplated by this Agreement and the related definitive documentation, and the Board of Directors of Parent shall have approved the execution of the Promissory Note; (xv) any Schedules to this Agreement which are to be updated, revised or made current through the Closing Date have been delivered to the Buyer and found to be in form and substance satisfactory to the Buyer; (xvi) the Company shall have entered into the Lease Agreements; and (xixvii) The Buyer the Company shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurexecuted and/or delivered all such other documents reasonably requested by Buyer or its counsel. The Buyer may waive in writing any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the ClosingClosing or on the Closing Date.

Conditions to Obligation of the Buyer. The Buyer's obligation of to purchase the Company Shares and to take the other actions required to be taken by the Buyer to consummate the transactions to be performed by it in connection with at the Closing is subject to satisfaction the satisfaction, at or prior to the Closing, of each of the following conditions:conditions (any of which may be waived by the Buyer, in whole or in part): (ia) the Company shall have procured all of the third party Consents required to consummate the Contemplated Transactions; (b) the representations and warranties of the Selling Shareholder set forth in Section 3(a) Article 3 and Article 4 above shall be true and correct in all material --------- --------- respects at and as of the Closing Date; (iic) the Seller Selling Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iiid) there shall not be any injunctionno action, judgment, order, decree, rulingsuit, or charge in effect preventing proceeding shall be pending or, to the Knowledge of the Selling Shareholder, Threatened before any Governmental Body wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this AgreementContemplated Transactions, (ii) cause any of the Contemplated Transactions to be rescinded following consummation, or (iii) materially and adversely affect the rights of the Buyer to operate Company after the Closing Date; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viie) the Buyer shall have received: (A) from Hungarian Counsel of received the Sellerresignations, a legal opinion in the form set forth in Exhibit L attached hereto, and dated effective as of the Closing DateClosing, of each director and officer of Company other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementClosing; (viiif) the Closing Arrangements set forth in Exhibit J attached hereto Buyer shall have received all of the documents described in Section 9.1; ----------- (g) there must not have been implemented in full made or Threatened by any Person any claim asserting that such Person (i) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, the Company, or (ii) is entitled to all or any portion of the Stock Purchase Price payable for the Company Shares; (h) the Buyer shall have completed and be reasonably satisfied with its due diligence review, including the Buyer's satisfaction; for review of the avoidance of doubt Seller acknowledges Selling Shareholder Disclosure Schedule and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceCompany Disclosure Schedule; (ixi) Since all applicable waiting periods (and any extensions thereof) under the date of the this Agreement, no event or events Xxxx-Xxxxx-Xxxxxx Act shall have occurred which expired or otherwise been terminated and the Parties and the Company shall have had or reasonably may be expected to have a Material Adverse Effectreceived all other authorizations, Consents, and approvals of Governmental Bodies required; (xj) All the Buyer's Board of Directors shall have approved the Contemplated Transactions in their sole and absolute discretion; and (k) all actions to be taken by the Seller Selling Shareholder in connection with consummation of the transactions contemplated hereby Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby Contemplated Transactions will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the The representations and warranties set forth in Section 3(ass.3(a) and ss.4 above shall be true and correct in all material respects at and as of the Closing Date;. (ii) the Seller The Company shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing;. (iii) there The Company and its Subsidiaries shall not have procured all of the third party consents specified in ss.5(b) above. (iv) No action, suit, or proceeding shall be pending or, to the Company's Knowledge, 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Company Shares and to control the Company and its Subsidiaries, or (D) affect adversely the right of any of the Company and its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtained;be in effect). (v) the Seller The Company shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivss.7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;. (vi) The Buyer shall have completed a satisfactory due diligence examination of the Company. (vii) The Company shall have continued to operate in the normal and ordinary course of business until the Closing Date, including, maintaining its listing on the American Stock Exchange ("AMEX"); AMEX officials shall not have notified the Company of their determination to delist the Company from AMEX. (viii) The holders of the Convertible Notes as set forth in Exhibit D (the "Convertible Notes") attached hereto shall have agreed to amend the terms of the Convertible Notes as set forth in Exhibit D. (ix) The Company's cash position on the Closing Date shall be at least $1.00, free and clear of any fees, bills, invoices outstanding and unpaid, unless the Buyer waives this condition in writing on or before the Closing Date. (x) The Company shall have provided to the Buyer a copy of all payments, complete with documentation of the reason for such payments, made by the Company to third parties. The Company shall have received in writing approval from the Buyer of all payments in excess of $2,000. (xi) The Company and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(ii) and ss.4(c) above. (xii) The relevant parties shall have entered into the side agreements in the forms form and substance as set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and Exhibits E-1 through E-2 attached hereto and the same shall be in full force and effect;. (viixiii) The Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries other than those whom the Buyer shall have received: (A) from Hungarian Counsel specified in writing at least five business days prior to the Closing and the Buyer's 3 director nominees shall have been appointed to the board of directors of the Seller, Company. (xiv) The Buyer shall have received a legal opinion in copy of a letter from Cornerstone Financial Corporation addressed to the form set forth in Exhibit L attached hereto, and dated as Company that none of the Closing Date, Company or its Subsidiaries is obligated to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency pay a fee to Cornerstone Financial Corporation in order to consummate connection with the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, . (vxv) any arbitration award in favor of The Company shall have furnished to the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court favorable opinion of competent jurisdiction in Hungary and (x) Pavia & Harcourt dated the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion Closing Date substantially in the form as may be attached hereto as Exhibit KF hereto, as well as opinions from BVI counsel to the Company and dated as of counsel in China for the Closing Date (y) covering Subsidiaries in form and scope satisfactory to the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement Buyer and (z) stating that no registration is required under the Securities Act from counsel acceptable to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Buyer. (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xxvi) All actions to be taken by the Seller Company 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. (xixvii) The Buyer Company shall have had listed the opportunity Shares and the shares of Common Stock to conduct a reasonable investigation be issued upon exercise of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to Warrant on the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(aAMEX. (a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) 7.1.1 each of the representations and warranties set forth of the Sellers contained in Section 3(athis Agreement that is qualified as to materiality (including Material Adverse Effect) above shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing DateDate as though made on and as of the Closing Date (except for any particular representation and warranty made only as of a specified date); (ii) 7.1.2 each of the Seller Sellers and their Affiliates shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) 7.1.3 there shall not be any injunction, judgment, order, decree, ruling, or charge in effect restraining or preventing consummation of any of the transactions contemplated by this AgreementAgreement nor shall any action have been taken or any statute, rule, regulation or order have been enacted, entered or enforced or be deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby illegal or prevents or prohibits the sale of the Assets or the Facilities; 7.1.4 the Sellers shall have delivered to the Buyer an officer’s certificate on behalf of the Sellers to the effect that each of the conditions specified in subsections 7.1.1 through 7.1.2 is satisfied in all respects and that, to the Knowledge of the Sellers, each of the conditions specified in subsection 7.1.3 is satisfied in all respects; 7.1.5 the Buyer shall have received either (ivi) a marked-up title commitment to issue the Owner’s Policy of Title Insurance (to be marked up and executed by a title agent authorized to do same) or (ii) an Owner’s Policy of Title Insurance, in each case, in the amount of $111,000,000 subject only to the Permitted Encumbrances issued by the Title Company, in either case, without any reference to that certain construction lien claim filed by Washington Group International, Inc. against the Sellers, dated February 3, 2003, and filed on February 4, 2003, in the amount of $1,078,868.36; 7.1.6 all necessary governmentalfilings and notifications under the HSR Act shall have been made, shareholder including any required additional information or documents, and third party the waiting period referred to in such Act applicable to the transaction shall have expired or been terminated; 7.1.7 all Governmental and Third Party consents and approvals authorizations specified in connection with Schedule 7.1.7 required for the consummation of the transactions contemplated by the this Agreement shall have been obtained; (v) 7.1.8 the Buyer shall have received the deliveries to be received by the Buyer set forth in Section 2.9; 7.1.9 no Material Adverse Effect with respect to the Assets, the Business or the Seller Guarantor shall have delivered occurred since the date hereof; 7.1.10 the Buyer shall have received from the Sellers evidence reasonably acceptable to the Buyer certificates executed that the Licenses set forth on Schedule 7.1.10 will be transferred to the Buyer and available for use by the responsible officer or the secretary Buyer as of the Seller, as applicable, certifying (A) that Closing Date; 7.1.11 the Buyer shall have received from each of the conditions specified in Sellers the certificate required by Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith10.8; (vi) 7.1.12 [Reserved]; and 7.1.13 the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same Ancillary Agreements shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated effect as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (i) the representations and warranties set forth in Section 3(a4(a) and Section 5 above shall be true and correct in all material respects at and as of the Closing Date; ; (ii) the Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; ; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; ; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv8(a)(i)-(iii) are is satisfied in all respects, ; (Bv) the resolution(s) of the Seller's board of directors authorizing the Seller's executionParties shall have received all authorizations, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyconsents, and (Capprovals of governments and governmental agencies referred to in Section 4(a)(ii), Section 4(b)(ii), and Section 5(c) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; above; (vi) the relevant parties Seller and the Company shall have entered into an employment agreement pursuant to which the agreements Seller is employed by the Company in substantially the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and form attached hereto and the same shall be in full force and effect; as Exhibit D; (vii) [reserved.]; (viii) with respect to any consulting contract to which the Company is a party, all consents to the assignment of such contracts that are required because of this transaction, shall have been obtained by the Seller; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L C attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary ; and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section Sections 3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Parent, the Seller and the Target shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) there the shareholders of the Buyer shall not have approved the transactions contemplated by this Agreement at a special shareholders meeting arranged in connection with the Company’s proxy statement; (iv) the Target shall have procured all of the material third party consents specified in Section 5(c) above; (v) the Company shall have resolved any SEC comments on its proxy statement OR the SEC’s 10-day waiting period mandated by Rule 14a-6(a) promulgated under the Securities and Exchange Act shall have expired; (vi) the Target shall have procured all of the material third party consents specified in Section 5(c) above; (vii) the Buyer’s Board of Directors shall have received an opinion from A&S, dated as of the date hereof, to the effect that, as of the date hereof, the consideration to be paid by the Buyer to the Seller for the Target Shares is fair to the Buyer’s shareholders from a financial point of view; (viii) no action, suit, or proceeding shall be threatened or pending 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Target Shares and to control the Target, or (D) affect materially and adversely the right of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (vix) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vix) The Parties and the Target shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3(a)(ii) and 3(b)(ii) above; (xi) the relevant parties Parent and the Buyer shall have entered into the agreements a voting agreement in the forms form and substance as set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and A attached hereto and the same shall be in full force and effect; (viixii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L B attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xiii) the employees of Seller shall have terminated their employment with the Seller and entered into new employment agreements with the Target, copies of which will be delivered to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would at Closing and will be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion substantially in the form and substance as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto C hereto; (xiv) the Parent shall have been implemented entered into a registration rights agreement with the Buyer in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges form and agrees that unless and until the Closing Arrangements substance as set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;D hereto; and (ixxv) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver by the Buyer) of the following conditions: (ia) all applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (b) the issuance of the Buyer Shares to the Stockholder pursuant to the terms of this Agreement shall have obtained the Buyer Stockholder Approval; (c) the Stockholder shall have obtained at his own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 5.2 which are required on the part of the Stockholder and any of the Companies; (d) the representations and warranties of the Stockholder set forth in Article II, the first sentence of Section 3(a) above 3.1 and in Section 3.3 and any representations and warranties of the Stockholder set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Stockholder set forth in this Agreement shall be true and correct in all material respects at respects, in each case as of the date of this Agreement and as of the Closing Dateas though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date); (iie) the Seller Stockholder shall have performed and or complied with all his agreements and covenants required to be performed or complied with under this Agreement as of their covenants hereunder in all material respects through or prior to the Closing; (iiif) there no Legal Proceeding shall not be any injunction, pending or threatened in writing wherein an unfavorable judgment, order, decree, ruling, stipulation or charge in effect preventing injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement; , (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the Agreement aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall have been obtainedbe in effect; (vg) the Seller Stockholder shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;Company Certificate; 29 (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viih) the Buyer shall have received: (A) from Hungarian Counsel of received the Sellerfinancial statements, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, information and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; andprovided under Section 5.10; (xii) The the Stockholder shall have caused each Company to hold a meeting of its stockholder(s) to approve the resignation of the outgoing directors and officers of each Company and the appointment of incoming directors and officers, as specified by Buyer, effective as of the Closing; (j) the Buyer shall have had the opportunity to conduct a reasonable investigation received copies of the matters set forth resignations, effective as of the Closing, of each director and officer (in Schedule 3(a)(viii) the case of MDS Italy, this Agreement and satisfy itself that no material commercial risk will be transferred with respect include the Board of Statutory Auditors), of each of the Companies (other than any such resignations which the Buyer designates, by written notice to the SharesStockholder, Unsecured Notes as unnecessary), and Warrants as a result such other documentation that may be required under relevant local law or reasonably requested by Buyer to implement the resignation of the dispute described therein outgoing directors and officers and the appointment of the incoming directors and officers as specified by Buyer, including but not limited to full waivers from the outgoing directors releasing the Companies from any claims, in accordance with text to be provided by Buyer; (k) the event that Buyer shall have received (i) the Closing Escrow Agreement, duly executed by the Stockholder and the Escrow Agent; and (ii) the Consulting Agreement, duly executed by DSU and the Stockholder; (l) the Buyer shall occur. The Buyer may waive any condition specified have received such other certificates and instruments (including certificates of good standing of each of the Companies in this Section 9(atheir jurisdiction of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) if as it executes a writing so stating at or prior to shall reasonably request in connection with the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the The representations and warranties set forth in Section 3(a) Article 3 above that are qualified as to materiality shall be true and correct in all respects and any such representations and warranties that are not so qualified shall be true and correct in all material respects respects, in each case at and as of the Closing Date as if made on the Closing Date;, except for representations and warranties which speak as of a specific date or time other than the Closing Date which need only be true as of such date or time. (iib) The Parent and each of the Seller Sellers shall have performed and complied with all of their its covenants hereunder in all material respects through to be performed on or prior to the Closing;. (iiic) there The Parent and each of the Sellers shall have procured all third party consents specified in Section 5.2 above or otherwise needed to permit the transfer and/or novation of the Assumed Contracts. (d) The Parties shall have procured with finality all Governmental Authorizations necessary or appropriate for the consummation of the transactions contemplated by the Operative Documents. All notification filings required to be made under the HSR Act shall have been made, all applicable waiting periods thereunder shall have expired or been terminated without any request from any appropriate Governmental Body for additional information or, if additional information has been requested, all applicable extended waiting periods shall have expired; provided, however, that the Buyer may not rely on the condition set forth in this Section 7.1(d) if the failure to obtain the requisite approvals or clearances under the HSR Act is a result of the Buyer's failure to take all necessary action. (e) No Material Adverse Effect on the Business shall have occurred after the Effective Date. (f) No Proceeding shall be any pending or Threatened wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge in effect preventing would: (i) prevent consummation of any of the transactions contemplated by this Agreement; ; (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or (iii) affect adversely the Agreement right of the Buyer to own the Acquired Assets and to operate the Business (and no such injunction, judgment, order, decree, ruling or charge shall be in effect). (g) The Parent and the Sellers shall have been obtained;paid and discharged or provided for the removal of all liens on the Acquired Assets upon payment in full at Closing of the Cash Purchase Price, except for such liens as are expressly assumed by the Buyer as more particularly set forth in Section 2.2(a) of the Disclosure Schedule hereto. (vh) The Sellers shall have taken the Seller physical count of the Inventories in accordance with the provisions of Section 2.3(c)(i) above. (i) The Parent and each of the Sellers shall have delivered to the Buyer certificates executed a certificate signed by an authorized officer of such Seller dated the responsible officer or Closing Date to the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(ivSubsections 7.1(a)-(h) are have been satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) All of the Shareholders’ representations and warranties set forth in Section 3(a) above shall be true this Agreement (considered collectively), and correct each of these representations and warranties (considered individually), must have been accurate in all material respects at as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Schedule; (ii) Each of the Seller shall Shareholders’ representations and warranties in §3(c) must have been accurate in all respects as of the date of this Agreement, and must be accurate in all respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to the Disclosure Schedule. (iii) All of the covenants and obligations that Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with all of their covenants hereunder in all material respects through the Closingrespects; (iiiiv) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller Company and the Shareholders shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv§8(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto The Shareholders and the same shall Company must have delivered each of the documents required to be in full force and effectdelivered by them pursuant to §2(d) ; (vii) the Company and the Buyer shall have received: (Areceived all authorizations, consents and approvals set forth on §8(a)(vii) from Hungarian Counsel of the Seller, Disclosure Schedule; (viii) the Shareholders shall deliver to Buyer a legal opinion in the form set forth in Exhibit L attached hereto, and non-foreign person affidavit dated as of the Closing Date, sworn under penalty of perjury and substantially in form and substance required under the Treasury Regulations Section 1.1445-2(b); (ix) there shall not have occurred any Material Adverse Effect with respect to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and Company; (x) the matters set forth in Section 3(a)(i) Company and the first Shareholders, as applicable, shall have furnished to the Buyer an opinion of counsel from Xxxxx Danzig Xxxxxxx Xxxxxx & Xxxxxxxx LLP in substantially the form of Exhibit 8(a)(x) attached hereto and third sentences an executed copy of Section 3(a)(ii) of each Ancillary Agreement to which they are parties including, without limitation, the Lease and the Termination Agreement; and ; (Bxi) from US Counsel Each Shareholder shall deliver to the SellerBuyer a duly executed release, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering Date, in substantially the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreementform attached hereto as Exhibit 8(a)(xi); (viiixii) The Company and the Closing Arrangements set forth Shareholders shall deliver to Buyer, in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges writing and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 reasonably satisfactory to Buyer, (a) a calculation of the Buyerunpaid Indebtedness of the Company under the VNB Loan and Shareholder Loans, if any, determined as of the Closing Date in a manner consistent with the Company’s past practices (such calculation, the “Closing Date Designated Indebtedness”) and (b) a calculation of the Net Designated Indebtedness determined as of the Closing Date; (xiii) Buyer shall have received duly executed resignations from each officer and/or director of the Company, in substantially the form attached hereto as Exhibit 8(a)(xiii), such resignations to be effective as of the Closing Date; and (xixiv) The Company and the Shareholders shall deliver to Buyer shall have had a duly executed termination letter that terminates all prior lease arrangements between the opportunity Company and Xxxxxx Xxxxx Associates, LLC, in substantially the form attached hereto as Exhibit 8(a)(xiv) (the “Termination Agreement”), such termination to conduct a reasonable investigation be effective as of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. Date.. The Buyer may waive any condition specified in this Section 9(a§8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver by the Buyer of the following conditions: (iA) the The representations and warranties set forth in Section 3(a) above Article II of this Agreement and the other Transaction Documents made by the Borough shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Seller The Borough shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiC) there There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement and the Transaction Documents; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xiD) The Buyer shall have had secured from the opportunity to conduct a reasonable investigation Borough, the BPU, NJDEP, and all other applicable governmental and quasi-governmental entities, all authorizations and approvals required for the transfer of the matters set forth System to the Buyer, including but not limited to the NJDEP Permits, if necessary (collectively, the “Approvals”). The Parties shall use all reasonable efforts to obtain the Approvals and to do so as expeditiously as reasonably possible. In connection with the Approvals, the Buyer shall deliver to the Borough or cause to be delivered to the Borough, through addition(s) to the applicable service list(s), copies of all correspondences to and from the bodies with whom the applications have been filed or will be filed. The Borough covenants to cooperate with the Buyer, at the Buyer’s cost and expense, in Schedule 3(a)(viiithe Buyer's efforts to obtain the Approvals and to promptly consent, when required by law, to all applications for the Approvals filed by the Buyer. The Buyer shall immediately notify the Borough in writing of any determinations made by any authority considering any application. In the event that the Approvals are received but are not satisfactory to Buyer in its sole discretion, Buyer and the Borough shall meet to determine any appropriate adjustments to this Agreement in light of such Approvals or Buyer may terminate this Agreement. (E) The voters of the Borough shall have approved referendum authorizing the sale of the System. (F) The Buyer shall have, at its sole cost and expense, with reasonable assistance from the Borough, obtained approval from BPU of the Borough Consent pursuant to N.J.S.A. 48:2-14, in a form and substance acceptable to Buyer. (G) Within three (3) months following execution of this Agreement Agreement, Buyer shall have completed and satisfy itself that no material commercial risk will be transferred satisfied with the results of a Phase I Environmental Site Assessment or other environmental assessment performed with respect to the Shares, Unsecured Notes and Warrants as a result real property portion of the dispute described therein System (including the Land). If the results of the environmental assessment reveal the potential for the existence of Liabilities or other matters not acceptable to Buyer, Buyer and the Borough shall meet and confer in good faith to determine an appropriate additional evaluation processes. Buyer acknowledges that the Borough may not be able to provide Buyer access to certain properties on which it has only acquired an easement for the System to conduct additional evaluation processes. The cost of any additional evaluation process shall be shared by the Parties. If the Parties cannot agree on an appropriate additional evaluation process, or to the extent such additional evaluation process does not exist or is unavailable, and Borough does not provide an adjustment to the Purchase Price pursuant to Section 4.3(B), then Buyer may terminate this Agreement. (H) The Borough has executed and delivered to Buyer all of the documents and Instruments required under Section 4.7(B) hereof. (I) There shall not have occurred an event, action or condition affecting the Purchased Assets that would have a material adverse effect on the Business in the sole judgment of Buyer, nor shall there be an event, action or condition discovered by the Buyer during the period between the date hereof and the Closing, that would be deemed to have a material adverse effect on the Business in the sole judgment of Buyer. In the event that any such material adverse effect has occurred or is discovered, the Closing Buyer shall occur. The Buyer may waive any condition specified in have a right to immediately terminate this Section 9(a) if it executes a writing so stating at or prior Agreement, notwithstanding anything contained herein to the Closingcontrary.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (i) this Agreement and the Merger shall have received the Requisite Seller's Stockholder Approval, and the number of Dissenting Shares shall not exceed five (5) % of the number of outstanding Seller Shares; (ii) the Seller shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; ; (iiiv) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; ; (iiiv) there no action, suit, or proceeding shall not 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Seller, (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtained; be in effect); (vvi) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(v) are is satisfied in all respects, ; (Bvii) this Agreement and the resolution(sMerger shall have received the requisite Buyer approval; (viii) of a determination shall have been made by the Seller's board of directors authorizing legal counsel that the Seller's execution, delivery and performance provisions of the Agreement and all matters in connection with Xxxx-Xxxxx-Xxxxxx Act shall not be applicable to the Agreement and transactions contemplated therebyhereby, and (C) the incumbency of the officer of the Seller executing the Agreement and Parties shall have received all other documents executed authorizations, consents, and delivered approvals of governments and governmental agencies referred to in connection therewith; Section 5(c); (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viiix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L D attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and ; (x) the matters set forth in Section 3(a)(i) and Buyer shall have received the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Sellerresignations, an opinion in the form as may be attached hereto as Exhibit K, and dated effective as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the SharesClosing, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.of

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby and to take the other actions required to be performed taken by it in connection with the Closing is subject to satisfaction of the following conditions: (i) Each of the representations and warranties set forth in Section 3(a) §4 above shall be true and correct in all material respects (except for representations and warranties which are qualified by materiality, which representations and warranties shall be true and correct in all respects) both when made and at and as of the Closing Date;. (ii) the The Seller and Xx. Xxxxxxxxx shall have performed and complied with all each of their respective covenants hereunder in all material respects through the Closing; (iii) there The Seller shall not have procured all of the authorizations, consents and approvals and given any required notice and made any required filing specified necessary to consummate the transactions contemplated hereby, including those in §4(c) of the Disclosure Schedule, if any; (iv) 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets and to operate the former business of the Seller (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the The Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv§7(a)(i)-(iii) are pertaining to it is satisfied in all respects, (B) the resolution(s) and that no action, suit or proceeding of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters type described in connection with the Agreement and transactions contemplated thereby, and (C§7(a)(iv) the incumbency of the officer of has been brought or threatened against the Seller executing the Agreement and all other documents executed and delivered in connection therewithor its assets; (vi) the relevant parties The Seller shall have entered into delivered to the agreements Buyer a Secretary’s Certificate, in standard form, certifying as to the forms set forth in (A) Exhibit G (Agreement Amending Seller’s charter, bylaws, good standing certificates, resolutions of the Warrants), (B) Exhibit H (Assumption Agreement regarding stockholder and directors thereof approving the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto transactions contemplated hereby and the incumbency of the Persons signing the same shall be in full force and effecton behalf of the Seller; (vii) The Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies and given any required notice and made any required filings; (viii) The Buyer shall have obtained the consent of Xxxxxxx Bank, the Buyer’s senior lender, to the transactions contemplated by this Agreement, and an additional $13,000,000 (or such lesser amount determined by the Buyer) to its senior credit facility on terms and conditions satisfactory to the Buyer in its sole discretion; (ix) The Buyer and Xxxxxx Corporation shall have executed and delivered a supply agreement for the sale by Xxxxxx Corporation, and for the purchase of the Buyer, of polymer tablets on mutually acceptable terms to the Buyer and Xxxxxx Corporation; (x) The Buyer shall has issued and sold subordinated promissory notes with an aggregate principal amount of $7,000,000 (or such lesser amount determined by the Buyer) on terms and conditions satisfactory to the Buyer in its sole discretion; (xi) The Buyer shall have received such pay-off letters, termination agreements, termination statements, releases of funded mortgages and other releases to be delivered against repayment by the Seller at or prior to the Closing of the Indebtedness of the Seller as the Buyer shall have received: reasonably requested, all in form and substance satisfactory to the lender(s) to the Buyer (Ain their sole discretion) from Hungarian Counsel and reasonably satisfactory to the Buyer. The Buyer shall have received duly executed releases (including UCC-3 termination statements) of all Security Interests (other than Permitted Liens) on the Acquired Assets in form and substance reasonably satisfactory to the Buyer and its counsel and the Buyer shall have received UCC, judgment lien, tax and other lien searches with respect to the Seller, a legal the results of which indicate no liens on the assets of the Seller other than Permitted Liens; (xii) The Buyer shall be satisfied in its sole discretion with the results of its business, legal, financial, environmental and accounting due diligence investigation and review of the Business and the Acquired Assets; (xiii) The Buyer shall have received from counsel to the Seller an opinion in the form and substance as set forth in Exhibit L F attached hereto, addressed to the Buyer (and, at the Buyer’s request, any institutions providing the Buyer with debt financing in connection with the Asset Purchase), and dated as of the Closing Date, ; (xiv) Each of Xx. Xxxxxxxxx and Xx. Xxxx Xxxxxxx shall have executed and delivered an employment agreement relating to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion substantially in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached G hereto (the “Employment Agreements”); (xv) Xx. Xxxxxxxxx shall have executed and delivered (i) a real property lease for the real property located at 000 Xxxxxx Xxxxx Drive, Dayville, Connecticut 06241, substantially in the form set forth on Exhibit H hereto (the “Lease”), and (ii) a patent assignment, substantially in the form set forth on Exhibit H-1 hereto; (xvi) Since December 31, 2003, there shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event causing or events shall have occurred which have had or reasonably may be expected likely to have cause a Material Adverse Effect;Event; and (xxvii) All actions to be taken by the 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 hereby, will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions, any of which may be waived by the Buyer only in writing: (i) the representations and warranties of the Sellers set forth in Section 3(a) 4 and the representations of Sellers set forth in Section 6 above shall be true and correct in all material respects at and as of the Closing DateDate and the Buyer shall have received a certificate from the Sellers to that effect; (ii) the Seller Sellers and TDL shall have delivered all updates or supplements to the Disclosure Schedule to make the information contained therein not misleading and the Buyer shall have received a certificate from the Sellers to that effect; (iii) the Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there Closing Date and the Buyer shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of have received a certificate from the transactions contemplated by this AgreementSellers that such covenants shall have been performed and complied with through the Closing Date; (iv) all necessary governmentalSellers' delivery to Buyer of a certificate that, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, they have no knowledge or belief of the existence any facts giving rise to a foreseeable material adverse change in the effect business of TDL taken as a whole, financial or otherwise, regardless of reason, including those changes that (u) the Seller need not give are as a result of any notice tolegislative or regulatory change, make revocation of any filing withpermits, licenses or rights to do business, failure to obtain any authorization, consent, permit at the normal time or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit Kmanner applied for by TDL, and dated as fire, explosion, accident, casualty, labor trouble, flood, riot, storm, condemnation or act of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes God or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 Buyerotherwise; and (xiv) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing., the Sellers shall have delivered to Buyer the originals of the corporate documents included in Section 6(b) of the Disclosure Schedule;

Conditions to Obligation of the Buyer. The obligation of the Buyer Parties to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following further conditions: (i) the 8.2.1 The representations and warranties set forth of the Seller contained in Section 3(a) above this Agreement and in the Related Documents shall be true and correct in all material respects (except for those representations and warranties which are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) at and as of the date hereof and as of the Closing Date;, as if made at and as of such date, and the Buyer shall have received a certificate signed by a senior executive officer of the Seller to the foregoing effect. (ii) the 8.2.2 The Seller shall have performed and or complied with all of their covenants hereunder in all material respects through with the covenants, obligations and agreements required by this Agreement and in the Related Documents to be performed or complied with by it at or prior to the Closing Date, and the Buyer shall have received a certificate signed by a senior executive officer of the Seller to the foregoing effect. 8.2.3 The Buyer shall have received duly executed originals of each of the Related Documents from the Seller to the extent required to be so executed and delivered at or prior to the Closing;, including but not limited to the Evocomm Asset Purchase Agreement and Employment Agreements which shall be in full force and effect as of the Closing. 8.2.4 The Buyer shall have received all documents it may reasonably request relating to the existence of the Seller Group Subsidiaries and the authority of the Seller to enter into this Agreement and the Related Documents, all in form and substance reasonably satisfactory to the Buyer, including, without limitation, (i) a copy of the certificate of incorporation of the Seller certified as of a recent date by the commercial registry of Gibraltar, (ii) a copy of the Seller’s memorandum of articles of association as in effect on the Closing Date, (iii) there a copy of resolutions duly adopted by the Board of Directors of the Seller and by the requisite vote or consent of the Seller’s shareholders authorizing this Agreement and the Related Documents and the transactions contemplated hereby and thereby, (iv) a certificate of the Secretary of the Seller certifying as to signatures of the officer(s) executing this Agreement and each relevant Related Document, together with evidence of the incumbency of such Secretary, (v) a recent good standing certificate regarding the Seller from the commercial registry of Gibraltar and in each other jurisdiction in which it is qualified or registered to do business, and (vi) a recent good standing certificate regarding each of the Seller Group Subsidiaries from the applicable commercial registry in each jurisdiction in which the Seller Group Subsidiaries are qualified or registered to do business. 8.2.5 The Seller shall have delivered to the Buyer documents satisfactory to the Buyer to evidence the release of all Liens on any portion of the Acquired Interests. 8.2.6 There shall not be have occurred any injunctionMaterial Adverse Effect with respect to any Seller Group Subsidiary during the period from the date hereof to the Closing Date. 8.2.7 Such signatories of the Buyer Parties shall have been added to, judgmentand such signatories of the Seller Group Subsidiaries shall have been deleted from, orderthose bank accounts set forth on Schedule 4.26, decreeas the Buyer shall identify to the Seller prior to Closing. 8.2.8 The Seller shall have received any and all Required Consents. 8.2.9 The Seller shall have delivered to the Buyer no later than the Closing the consent of Inmarsat plc, rulingtogether with those certain Clients of the Business as identified on Schedule 8.2.9, or charge in effect preventing to the consummation of any of the transactions contemplated by this Agreement;. (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the 8.2.10 The Seller shall have delivered to the Buyer certificates executed a general release with regard to any obligation owing by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of Seller Group Subsidiaries to the Seller executing or any of its Affiliates at or prior to the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same Closing Date. Such general release shall be in full force and effect;the form attached as Exhibit E hereto. 8.2.11 The Seller shall have delivered to the Buyer (viii) the Buyer shareholders’ register of C2C in which the transfer of the C2C Sale Shares is to be recorded by the Notary and (ii) a copy of the deed by which the Seller acquired the C2C Sale Shares. 8.2.12 The Notary shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, confirmed to the effect Buyer that (u) she has received the Initial Purchase Price into the Notarial Third Party Account and that it is available to her. 8.2.13 The Seller need not give any notice to, make any filing with, shall have delivered to the Buyer Parties such other documents or obtain any authorization, consent, or approval of any government or governmental agency in order instruments as the Buyer Party may reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingRelated Documents.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the purchase of the Acquired Assets and the consummation of the other transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions: (ia) the Seller's and each Shareholder's representations and warranties set forth in Section 3(a) above shall be true correct and correct in all material respects complete at and as of the Closing DateDate and the Closing and any written notices delivered to the Buyer pursuant to Section 4.5 and the subject matter thereof shall be satisfactory to the Buyer; (iib) the Seller and the Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iiic) there the Seller and Shareholders shall not have given all notices and procured all of the third-party consents, authorizations and approvals required to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to the Buyer; (d) no action, suit or proceeding shall be pending or threatened before any injunction, judgment, order, decree, ruling, Governmental Authority or charge in effect preventing any other Person wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement; , (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the Agreement right of the Buyer to own the Acquired Assets or to conduct the acquired business, and no such Order shall be in effect; (e) there shall have been obtainedno adverse change in the Acquired Assets or the Seller's business between the date of execution of this Agreement and the Closing; (vf) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSections 6.1(a) are through (e) is satisfied in all respects, (B) respects and as to the resolution(s) adoption of resolutions by the Seller's board of directors and shareholders of the Seller authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Other Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto Agreements and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificatesthereby; (g) the Buyer shall have completed its due diligence with respect to the Seller, opinionsthe Seller's business and the Acquired Assets with results satisfactory to the Buyer. (h) the Other Seller Agreements and documentation necessary to accomplish the conveyance of the specific ownership tax and fee payments made by the Seller prior to the Closing in respect of vehicles and mobile equipment included in the Acquired Assets shall have been executed and delivered by the Seller and the Shareholders, instrumentsas applicable; (i) the Premises Leases shall have been executed and delivered by the parties thereto and the owners of the real property underlying the Premises Leases, and other documents required each Person having an (j) the Buyer shall have received from counsel to effect the transactions contemplated hereby will be reasonably satisfactory Seller and the Shareholders an opinion in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters as set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.Exhibit 6.1

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) during the period from the Most Recent Fiscal Year End to the Closing there shall not have occurred any event or occurrence, or series of events or occurrences, that individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (ii) the representations and warranties set forth in Section 3(a) above 3 shall be true and correct in all material respects at and as of the Closing Date; (iiiii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiiv) there the Seller shall have obtained all consents to be obtained by the Seller Stockholder, if any, and procured all of the material third party consents required to consummate the transactions contemplated by this Agreement, including but not limited to MSLI, GP, an affiliate of Microsoft Corporation; (v) the Buyer shall have entered into a legal, valid, binding and enforceable sublease with the Seller with respect to the property located at 0000 X. 0xx Xxxxxx, Xxxxxxx, Xxxxxxx (the “Real Estate Sublease”); (vi) Smartertools shall have executed and delivered to Newco the Smartertools Sublease. (vii) no action, suit or proceeding shall be pending 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, judgment order, decree, ruling, ruling or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; Agreement and the Purchase Documents, (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement and the Agreement Purchase Agreements to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the Acquired Assets or to operate the former businesses of the Seller, or (D) affect materially and adversely the right of Seller to own its assets and to operate its businesses (and no such injunction, judgment order, decree, ruling or charge shall have been obtainedbe in effect); (vviii) the Seller shall have delivered to the Buyer certificates executed a certificate signed by the responsible officer or the secretary Chief Executive Officer of the Seller, as applicableSeller and dated the Closing Date, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv6(a)(i) are and (ii) is satisfied in all respects; (ix) the Seller shall have delivered to the Buyer a certificate signed by the Secretary of the Seller dated the Closing Date, certifying on behalf of the Seller (A) that all necessary actions (corporate or otherwise) and approvals required by the Seller to authorize and approve the execution and delivery of this Agreement and the Purchase Documents, and the consummation of the transactions contemplated by this Agreement and the Purchase Documents and the other transactions and agreements provided for herein and therein, have been taken, and setting forth copies of such actions, and (B) to the resolution(s) accuracy of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency specimen signature of the officer or other authorized representative of the Seller executing the this Agreement and all other documents the Purchase Documents; (x) the Seller, the Seller Stockholder and the Escrow Agent shall have executed and delivered in connection therewithto the Buyer the Escrow Agreement; (vixi) Smartertools shall have executed and delivered to Newco the Software Agreements; (xii) the relevant parties Seller Stockholder shall have entered into executed and delivered to Newco the agreements in the forms Employment Agreement set forth in (A) as Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and D attached hereto (the “Seller Stockholder Employment Agreement”) and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Shareholder Approval; (ii) the Target shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (iiiv) the Seller Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller Target shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)- (iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) this Agreement and the relevant parties Merger shall have entered into received the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectRequisite Buyer Shareholder Approval; (vii) the Buyer Parties shall have received: (A) from Hungarian Counsel of the Sellerreceived all other authorizations, a legal opinion in the form set forth in Exhibit L attached heretoconsents, and dated as approvals of the Closing Date, governments and governmental agencies referred to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(iSections 3(d) and the first and third sentences of Section 3(a)(ii4(d) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreementabove; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Target 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; (ix) the Target Shareholders shall have executed and delivered a Shareholders Agreement in form and substance acceptable to the Buyer and its shareholders; (x) Xxxxx Xxxxxx shall have executed and delivered to the Buyer an employment agreement in form and substance satisfactory to the Buyer; (xi) The the Buyer shall have had the opportunity to conduct effected a reasonable investigation one for 510.2041 stock split of the matters Buyer Shares, and the Target shall have reallocated the Target Shares by stock split or otherwise such that the holders of the Target Shares hold the number of Target Shares set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurExhibit B hereto. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Sellers set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer will have received a certificate signed by the Sellers to such effect. (iib) Each of the Seller Sellers and the Company will have performed all of the covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of each of the Sellers and the Company to consummate the Acquisition or perform its other obligations hereunder. The Buyer will have received a certificate signed by the Sellers to such effect. (c) The Buyer shall have performed completed its business, accounting and complied with all legal due diligence review of their covenants hereunder in all material respects through the Closing;Company and the Business, its assets and liabilities and the results thereof shall be reasonably satisfactory to the Buyer. (iiid) there There shall not be have been any injunctionoccurrence, judgmentevent, orderincident, decreeaction, rulingfailure to act, or charge in effect preventing consummation of any transaction since the date of the transactions contemplated by this Agreement;Financial Statements that has had or is reasonably likely to cause a Material Adverse Effect. (ive) All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated, and the parties hereto will have received all necessary governmentalother authorizations, shareholder and third party consents and approvals of all Governmental Entities in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, and (C) preliminary or permanent restraining Order preventing the incumbency consummation of the officer Acquisition will be in effect. (g) Each party, as appropriate, shall have obtained any required permits, licenses, approvals or notifications of any Governmental Entities, or other third parties for which the Sellers will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers. (h) The Sellers shall have obtained releases of any liens, charges or encumbrances against any of the Seller executing assets of the Agreement and all other documents executed and delivered in connection therewith;Company, at the Sellers’ expense. (vii) The Company shall have delivered evidence reasonably satisfactory to the relevant parties Buyer of the Company’s corporate organization and proceedings and its existence in the jurisdiction in which it is incorporated, including evidence of such existence as of the Closing. (j) The Buyer and each of the Sellers shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, an employment agreement containing a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 one-year non-competition provision in form and substance to mutually agreed upon by the Buyer; and (xi) The Buyer shall have had and the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingSellers.

Conditions to Obligation of the Buyer. The obligation of the Buyer to effect the Closing and consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (ia) there shall not be in effect any judgment, order, decree, stipulation, injunction or charge of a Governmental Entity restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Documents; (b) the representations and warranties set forth of the Seller Parties contained in Section 3(a) above Article IV shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in all material respects at which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect; (iic) each of the Seller Parties shall have performed and or complied with all of their covenants hereunder in all material respects through its covenants and agreements hereunder that are required to be performed or complied with on or prior to the ClosingClosing Date; (iiid) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any each of the transactions contemplated Seller Parties shall have delivered to the Buyer a certificate executed as of the Closing Date by this Agreementan executive officer of each of the Seller Parties to the effect that the conditions specified in Section 8.1(b) and (c) above have been satisfied or waived; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (ve) the Seller shall have delivered to the Buyer certificates a counterpart of a transition services agreement in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”) duly executed by the responsible officer or Seller Parent; (f) the secretary Seller shall have delivered to the Buyer a duly executed counterpart of a xxxx of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit D (the “Xxxx of Sale and Assignment and Assumption Agreement”); (g) the Seller shall have delivered to the Buyer a duly executed counterpart of an assignment of the Seller, Intellectual Property contained in the Purchased Assets in substantially the form attached hereto as applicable, certifying Exhibit E (Athe “Assignment of Intellectual Property”); (h) that the Property Owner shall have delivered to the Buyer a duly executed counterpart of a lease agreement with respect to the Owned Real Property in substantially the form attached hereto as Exhibit F (the “Real Property Lease”); (i) each of the conditions specified Seller Parties shall have delivered to the Buyer a duly executed counterpart of an environmental matters agreement in substantially the form attached hereto as Exhibit G (the “Environmental Matters Agreement”); (j) CFIUS or the President of the United States shall have issued a written notice to the Parties that CFIUS has made a determination that the transaction contemplated by this Agreement does not present any unresolved national security concerns; (k) at least sixty (60) days shall have passed since the date of filing by the Seller of the notice required under Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s122.4(b) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters International Traffic in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithArms Regulations; (vil) the relevant parties Seller and the Property Owner shall have entered into delivered to the agreements Buyer, at the Seller’s sole cost and expense, an ALTA leasehold policy of title insurance (the “Title Policy”) from First American Title Insurance Company (or another title company mutually acceptable to the Buyer and the Seller) insuring the Buyer as the holder of a valid leasehold estate in the forms set forth Owned Real Property in (A) Exhibit G (Agreement Amending an amount equal to $825,000 on terms and conditions consistent with the Warrants)Title Commitment, (B) Exhibit H (Assumption Agreement regarding together with such endorsements to the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and Title Policy as may be reasonably requested by the same Buyer, which endorsements shall be in full force and effectissued at the Buyer’s expense; (viim) the Buyer Parties shall have received: (A) from Hungarian Counsel obtained each of the Seller, a legal opinion in the form consents set forth in Exhibit L attached hereto, and dated as of on Schedule 8.1(m) (the Closing Date, to the effect that “Required Consents”); (un) the Seller need not give any notice toParties shall have delivered to the Buyer (i) a duly executed consent of The PrivateBank and Trust Company, make any filing withas the lender (the “Lender”) under that certain Loan and Security Agreement, or obtain any authorizationdated August 8, consent2012 (the “Credit Agreement”), or approval by and among the Seller Parent and certain of any government or governmental agency in order its Subsidiaries and The PrivateBank and Trust Company consenting to consummate the consummation of the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, Agreement and the Ancillary Documents and releasing the Liens of the Lender on the Purchased Assets and (vii) any arbitration award UCC amendments or termination statements and other terminations or releases that, in favor the reasonable discretion of the Buyer obtained pursuant Buyer, are necessary or desirable to this Agreement would be valid evidence and enforceable before a court effect the release of competent jurisdiction in Hungary any and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) all Liens of the Agreement; and (B) from US Counsel to Lender on the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required Purchased Assets granted under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Credit Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the 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 (xio) The Buyer the Seller shall have had delivered to the opportunity to conduct Buyer a reasonable investigation duly executed counterpart of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingU.S. Subcontract.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a4(a) and Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv8(a)(i)-(iii) are is satisfied in all respects, ; (Bv) the resolution(s) of the Seller's board of directors authorizing the Seller's executionParties shall have received all authorizations, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyconsents, and (Capprovals of governments and governmental agencies referred to in Section 4(a)(ii), Section 4(b)(ii), and Section 5(c) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithabove; (vi) the relevant parties Seller and the Company shall have entered into an employment agreement pursuant to which the agreements Seller is employed by the Company in substantially the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and form attached hereto and the same shall be in full force and effectas Exhibit D; (vii) [reserved.]; (viii) with respect to any consulting contract to which the Company is a party, all consents to the assignment of such contracts that are required because of this transaction, shall have been obtained by the Seller; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in form and substance reasonably satisfactory to the form set forth in Exhibit L attached heretoBuyer and its counsel, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect;and (x) All all actions to be taken by the 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 (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the purchase of the Acquired Assets and the consummation of the other transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions: (ia) the Seller's and each Shareholder's representations and warranties set forth in Section 3(a) above shall be true correct and correct in all material respects complete at and as of the Closing DateDate and the Closing and any written notices delivered to the Buyer pursuant to Section 4.5 and the subject matter thereof shall be satisfactory to the Buyer; (iib) the Seller and the Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iiic) there the Seller and the Shareholders shall not have given all notices and procured all of the third-party consents, authorizations and approvals required to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to the Buyer; (d) no action, suit or proceeding shall be pending or threatened before any injunction, judgment, order, decree, ruling, Governmental Authority or charge in effect preventing any other Person wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement; , (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the Agreement right of the Buyer to own the Acquired Assets or to conduct the acquired business, and no such Order shall be in effect; (e) there shall have been obtainedno adverse change in the Acquired Assets or the Seller's business between the date of execution of this Agreement and the Closing; (vf) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSections 6.1(a) are through (e) is satisfied in all respects, (B) respects and as to the resolution(s) adoption of resolutions by the Seller's board of directors and shareholders of the Seller authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Other Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto Agreements and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificatesthereby; (g) the Buyer shall have completed its due diligence with respect to the Seller, opinionsthe Seller's business and the Acquired Assets with results satisfactory to the Buyer. (h) the Other Seller Agreements and documentation necessary to accomplish the conveyance of the specific ownership tax and fee payments made by the Seller prior to the Closing in respect of vehicles and mobile equipment included in the Acquired Assets shall have been executed and delivered by the Seller and the Shareholders, instrumentsas applicable; (i) the Shareholder Leases shall have been executed and delivered by the parties thereto and the owners of the real property underlying the Shareholder Leases, and other documents required each Person having an Encumbrance on any such property, shall have executed and delivered estoppel, nondisturbance and landlord waiver agreements relating thereto satisfactory to effect the transactions contemplated hereby will be reasonably satisfactory Buyer; (j) the Buyer shall have received from counsel to the Seller and the Shareholders an opinion in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters as set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.Exhibit 6.1